Petco CRO has shares withheld for RSU taxes

Petco Health & Wellness Company, Inc. Chief Revenue Officer Patrick J. Venezia reported a tax-withholding disposition of Class A common stock tied to restricted stock units (RSUs).

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. Chief Revenue Officer Patrick J. Venezia reported a tax-withholding disposition of Class A common stock tied to restricted stock units (RSUs). On March 4, 2026, 32,792 shares were withheld at $2.65 per share to satisfy his tax liability on vesting RSUs granted March 4, 2025 under the company’s 2021 Equity Incentive Plan.

After this withholding transaction, Venezia directly owned 442,056 shares of Petco Class A common stock. His holdings also include 398,832 outstanding RSUs granted under the 2021 Plan, each representing the right to receive one share of Class A common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 32,792 shares

Exercise Price or Tax Liability 1 txn

Insider Venezia Patrick J

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	32,792	$2.65	$87K

Holdings After Transaction: Class A Common Stock — 442,056 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 March 4, 2025 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and a portion vested on March 4, 2026.
2. F2. Includes 398,832 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

FAQ

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

What insider transaction did Petco (WOOF) disclose for Patrick J. Venezia?

Petco reported that Chief Revenue Officer Patrick J. Venezia had shares withheld to cover taxes on vesting restricted stock units. On March 4, 2026, 32,792 Class A common shares were disposed of at $2.65 per share as a tax-withholding transaction, not an open-market sale.

Was the Petco (WOOF) Form 4 transaction an open-market stock sale?

No. The Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld to satisfy Patrick J. Venezia’s tax liability on RSUs that vested under Petco’s 2021 Equity Incentive Plan, rather than being sold on the public market.

How many Petco (WOOF) shares did Patrick J. Venezia own after the Form 4 transaction?

After the March 4, 2026 tax-withholding transaction, Patrick J. Venezia directly owned 442,056 shares of Petco Class A common stock. This figure reflects his holdings following the 32,792-share disposition executed to satisfy taxes on vesting restricted stock units.

What restricted stock units (RSUs) are reported for Petco (WOOF) executive Patrick J. Venezia?

The filing states that Patrick J. Venezia has 398,832 outstanding RSUs granted under Petco’s 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Petco Class A common stock, providing additional potential future equity beyond his current share ownership.

What is the source of the RSUs involved in the Petco (WOOF) Form 4 filing?

The RSUs were granted to Patrick J. Venezia on March 4, 2025 under Petco’s 2021 Equity Incentive Plan. A portion of these RSUs vested on March 4, 2026, triggering the withholding of 32,792 shares to cover associated tax obligations as disclosed in the Form 4.

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

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Accepted by SEC EDGAR 03/06/2026 - 05:20 PM Learn about SEC filing dates

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Venezia Patrick J

(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)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		F		32,792(1)	D	$2.65	442,056(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 March 4, 2025 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and a portion vested on March 4, 2026.

2. Includes 398,832 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

	/s/ Giovanni Insana, as Attorney-in-Fact	03/06/2026
	** 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.
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