Petco (NASDAQ: WOOF) CFO receives large RSU and PSU equity awards

Rhea-AI Filing Summary

SIMMONS SABRINA reported acquisition or exercise transactions in this Form 4 filing.

Petco Health & Wellness Company, Inc. granted Chief Financial Officer Sabrina Simmons 592,886 restricted stock units (RSUs) and 389,106 performance stock units (PSUs) on February 17, 2026 under its 2021 Equity Incentive Plan.

Each RSU represents one share of Class A common stock or its cash value and will vest in stages over three years: 34% after one year, then 16.5% at 18 months, two years, 30 months, and three years. The PSUs represent a target that can pay out from 0% to 200% of 389,106 shares based on Petco’s 20-day volume-weighted average trading price over a performance period ending February 3, 2029, and require continued employment through the vesting date.

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

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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^*

SIMMONS SABRINA

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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
Restricted Stock Unit	(1)	02/17/2026		A		592,886		(1)	(1)	Class A Common Stock	592,886	$0	592,886	D
Performance Stock Unit	(2)	02/17/2026		A		389,106		(2)	(2)	Class A Common Stock	389,106	$0	389,106	D

Explanation of Responses:

1. Represents 592,886 restricted stock units ("RSUs") granted to the Reporting Person under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan") on February 17, 2026 (the "Grant Date"). Each RSU represents the right to receive one share of Class A common stock of the Issuer or the cash value thereof. The RSUs will vest as follows: (i) 34% on the first anniversary of the Grant Date; (ii) 16.5% on the date that is 18 months following the Grant Date; (iii) 16.5% on the second anniversary of the Grant Date; (iv) 16.5% on the date that is 30 months following the Grant Date; and (v) 16.5% on the third anniversary of the Grant Date.

2. Represents the target number of performance stock units ("PSUs") granted under the 2021 Plan. The PSUs represent the right to receive shares of Class A common stock of the Issuer in an amount from 0% to 200% of the target number of PSUs granted. The actual number of PSUs earned will be determined following a performance period ending February 3, 2029, based on the Issuer's 20-day volume weighted average trading price at the end of the performance period and subject to continued employment through the vesting date.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Giovanni Insana, as Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Petco (WOOF) grant to its CFO Sabrina Simmons?

Petco granted CFO Sabrina Simmons 592,886 restricted stock units and 389,106 performance stock units on February 17, 2026. Both awards were issued under the 2021 Equity Incentive Plan and are settled in Class A common stock or equivalent cash value, subject to vesting conditions.

How do the new RSUs for Petco (WOOF) CFO vest over time?

The 592,886 RSUs vest over three years from the February 17, 2026 grant date. 34% vest after one year, then 16.5% vest at 18 months, two years, 30 months, and three years, encouraging multi-year retention and alignment with company performance.

How are the Petco (WOOF) CFO’s PSUs structured and potentially earned?

The 389,106 PSUs represent a target that can pay out between 0% and 200% of that number. The actual shares earned depend on Petco’s 20-day volume-weighted average trading price over a performance period ending February 3, 2029, plus continued employment through vesting.

What performance period applies to the Petco (WOOF) CFO’s PSU grant?

The PSU performance period runs until February 3, 2029. After this period, Petco will determine how many PSUs are earned, between 0% and 200% of the 389,106 target units, based on its 20-day volume-weighted average trading price at the end of that period.

Does the Petco (WOOF) CFO’s equity award require continued employment to vest?

Yes. Both the RSU and PSU awards require continued employment through their respective vesting dates. The RSUs vest in scheduled tranches over three years, while the PSUs vest after the performance period ending February 3, 2029, subject to the performance outcome and employment condition.

Under which plan were the Petco (WOOF) CFO’s RSUs and PSUs granted?

Both the RSUs and PSUs were granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan, as amended. This plan authorizes equity-based awards like restricted stock units and performance stock units to align key employees’ compensation with company results.