Large RSU and PSU grants to Petco (WOOF) Chief Executive Officer

Rhea-AI Filing Summary

Anderson Joel D reported acquisition or exercise transactions in this Form 4 filing.

Petco Health & Wellness Company, Inc. granted its Chief Executive Officer, Joel D. Anderson, a large equity package on February 17, 2026. He received 2,134,388 restricted stock units (RSUs) and 1,400,779 target performance stock units (PSUs) under the 2021 Equity Incentive Plan.

Each RSU represents one share of Class A common stock or its cash value and vests 34% after one year, then 16.5% at 18, 24, 30 and 36 months from the grant date. The PSUs can pay out between 0% and 200% of the target amount based on a performance period ending February 3, 2029, tied to the company’s 20-day volume-weighted average trading price and subject to continued employment through vesting.

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^*

Anderson Joel D

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		2,134,388		(1)	(1)	Class A Common Stock	2,134,388	$0	2,134,388	D
Performance Stock Unit	(2)	02/17/2026		A		1,400,779		(2)	(2)	Class A Common Stock	1,400,779	$0	1,400,779	D

Explanation of Responses:

1. Represents 2,134,388 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.

	/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) CEO Joel D. Anderson receive?

Joel D. Anderson received a grant of 2,134,388 restricted stock units and 1,400,779 target performance stock units under Petco’s 2021 Equity Incentive Plan. These awards give him rights to Class A common shares, subject to vesting and performance conditions over several years.

How do the new RSUs for the Petco (WOOF) CEO vest?

The 2,134,388 RSUs vest over three years, starting one year after the February 17, 2026 grant date. 34% vest at the first anniversary, then 16.5% each at 18, 24, 30, and 36 months, aligning long-term incentives with retention for the CEO.

How are Petco (WOOF) CEO performance stock units determined and paid?

The 1,400,779 PSUs represent a target that can pay out between 0% and 200%. The actual number of shares earned will depend on Petco’s 20-day volume-weighted average trading price at the end of a performance period ending February 3, 2029, plus continued employment.

Does the Petco (WOOF) CEO pay cash for these RSUs and PSUs?

No cash purchase is required for these awards; the reported per-unit price is zero. The RSUs and PSUs are equity incentives granted under Petco’s 2021 Equity Incentive Plan, delivering shares or value if vesting and performance conditions are ultimately satisfied.

What plan governs the new equity grants to the Petco (WOOF) CEO?

Both the RSUs and PSUs were granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan, as amended. This plan authorizes stock-based awards, allowing the company to link executive compensation to long-term stock performance and service-based vesting conditions.