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Petco (WOOF) insider filing shows routine RSU tax withholding

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

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. (WOOF) – Form 4

Chief Legal Officer & Secretary Giovanni Insana reported a Code F transaction on 21 Jul 2025. Code F denotes issuer share withholding to satisfy taxes due upon vesting of restricted stock units (RSUs); no open-market trade occurred. 1,083 Class A shares were withheld at an implied $3.30 per share.

Following the settlement, Insana’s beneficial ownership stands at 469,064 Class A shares, which includes 369,727 outstanding RSUs granted under the 2021 Equity Incentive Plan. Because the transaction is administrative and represents less than 0.3 % of his total holdings, it does not materially alter the executive’s economic exposure. The filing is therefore viewed as routine and low-impact for investors.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine RSU tax withholding; negligible size; neutral signal.

The 1,083-share Code F withholding merely covers statutory taxes on July 2025 RSU vesting. Post-transaction ownership of 469 k shares confirms continued alignment between the Chief Legal Officer and shareholders. Volume and value (<$4 k) are immaterial relative to Petco’s float, offering no directional insight into insider sentiment. I classify the impact to investors as neutral.

TL;DR: Administrative equity settlement; complies with Section 16 reporting.

The filing demonstrates timely compliance with Section 16(a) and transparent disclosure of equity tax settlement. No red flags emerge: there is no discretionary selling, and substantial RSU ownership remains, supporting long-term alignment. Governance risk unchanged; impact rated neutral.

Insider Insana Giovanni
Role See Remarks
Type Security Shares Price Value
Exercise Price or Tax Liability Class A Common Stock 1,083 $3.30 $4K
Holdings After Transaction: Class A Common Stock — 469,064 shares (Direct)
Footnotes (2)
  1. F1. The transaction reported reflects the withholding of restricted stock units ("RSUs") in satisfaction of the Reporting Person's tax liability. The RSUs were granted to the Reporting Person on July 19, 2022 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and a portion vested on July 19, 2025.
  2. F2. Includes 369,727 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

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

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Form 4 Insider Transactions: What Each Field Means →
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*
Insana Giovanni
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2025
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 07/21/2025 F 1,083(1) D $3.3 469,064(2) 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. The transaction reported reflects the withholding of restricted stock units ("RSUs") in satisfaction of the Reporting Person's tax liability. The RSUs were granted to the Reporting Person on July 19, 2022 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and a portion vested on July 19, 2025.
2. Includes 369,727 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.
Remarks:
Chief Legal Officer and Secretary
/s/ Giovanni Insana 07/23/2025
** 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