Petco CRO has 14,948 shares withheld for taxes

Petco’s chief revenue officer had shares withheld to cover taxes on RSU vesting and continues to hold a substantial equity position.

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. (WOOF) reported that Chief Revenue Officer Patrick J. Venezia had 14,948 shares of Class A common stock withheld on September 4, 2026 to satisfy tax liability arising from vesting restricted stock units granted under the 2021 Equity Incentive Plan, at a reference value of $2.52 per share. After this tax-withholding disposition, he holds 357,764 shares directly, including 299,125 outstanding RSUs, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 14,948 shares

Tax Withholding 1 txn

Insider Venezia Patrick J

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	14,948	$2.52	$38K

Holdings After Transaction: Class A Common Stock — 357,764 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 September 4, 2026.
2. F2. Includes 299,125 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

Key Figures

Shares withheld for tax liability: 14,948 shares Reference value per share: $2.52 per share Shares held after transaction: 357,764 shares +2 more

5 metrics

Shares withheld for tax liability 14,948 shares Tax-withholding disposition on September 4, 2026

Reference value per share $2.52 per share Value used for the tax-withholding transaction

Shares held after transaction 357,764 shares Direct holdings of Patrick J. Venezia following the September 4, 2026 transaction

Outstanding RSUs under 2021 Plan 299,125 RSUs RSUs remaining after partial vesting and tax withholding

Transaction date September 4, 2026 Date RSUs vested and shares were withheld for taxes

Key Terms

restricted stock units, 2021 Equity Incentive Plan, tax liability

3 terms

restricted stock units financial

"The transaction reported reflects the withholding of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2021 Equity Incentive Plan financial

"pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan"

tax liability financial

"in satisfaction of the Reporting Person's tax liability"

FAQ

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

What insider transaction did WOOF report for Patrick J. Venezia?

Petco reported that Chief Revenue Officer Patrick J. Venezia had 14,948 shares of Class A common stock withheld on September 4, 2026 to satisfy tax liability related to vesting RSUs granted under the 2021 Equity Incentive Plan.

Was the WOOF Form 4 transaction an open-market sale?

No. The Form 4 states the transaction was a withholding of RSUs to satisfy Patrick J. Venezia’s tax liability, not an open-market sale of shares.

How many WOOF shares does Patrick J. Venezia hold after this transaction?

After the tax-withholding disposition, Patrick J. Venezia directly holds 357,764 shares of Petco Class A common stock, which includes his outstanding restricted stock units.

What RSU position under WOOF’s 2021 Plan does Patrick J. Venezia retain?

He retains 299,125 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.

Was the WOOF insider transaction made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan, so no Rule 10b5-1 trading plan is reported for this transaction.

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

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Available on EDGAR 09/09/2026 - 04:14 PM Accepted by SEC EDGAR 09/09/2026 - 04:13 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 CALIFORNIA 92127

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/04/2026		F		14,948(1)	D	$2.52	357,764(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 September 4, 2026.

2. Includes 299,125 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	09/09/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)