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Petco (WOOF) CEO shifts 1.58M shares between family trusts

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

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. CEO Joel D. Anderson reported an internal restructuring of his Petco shareholdings. On March 13, 2026, 1,575,931 shares of Class A common stock were moved from a Revocable Trust into a 2020 Trust at an internal value of $3.49 per share. According to the disclosure, this shift is viewed as a change in the form of beneficial ownership under Rule 16a-13, rather than a market trade.

Following the transactions, Anderson’s indirect holdings through the Revocable Trust were 260,903 shares, the 2020 Trust held 2,429,235 shares, and a 2025 Trust held 229,204 shares. His direct holdings stood at 1,890,153 shares. The filing also notes 1,879,053 outstanding restricted stock units granted under Petco’s 2021 Equity Incentive Plan, each representing one share of Class A common stock.

Positive

  • None.

Negative

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Insights

Filing shows a non-market trust restructuring, not a buy or sell.

The reporting by Petco CEO Joel D. Anderson centers on moving 1,575,931 shares between family-related trusts at $3.49 per share. Footnotes describe this as a change in the form of beneficial ownership, citing Rule 16a-13, which typically covers non-market restructurings.

No open-market purchases or sales are reported, and total exposure remains substantial across direct and indirect holdings. The filing also references 1,879,053 outstanding RSUs under the 2021 Equity Incentive Plan, indicating a large equity-based compensation position whose eventual settlement will depend on future vesting and delivery events.

Insider Anderson Joel D
Role Chief Executive Officer
Type Security Shares Price Value
Other Class A Common Stock 1,575,931 $3.49 $5.50M
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 260,903 shares (Indirect, By Revocable Trust); Class A Common Stock — 1,890,153 shares (Direct); Class A Common Stock — 2,429,235 shares (Indirect, By 2020 Trust); Class A Common Stock — 229,204 shares (Indirect, By 2025 Trust)
Footnotes (3)
  1. F1. On March 13, 2026, the reporting person contributed 1,575,931 shares of Petco common stock from the Revocable Trust into the 2020 Trust. In exchange for the shares, the Revocable Trust withdrew an amount equal to $3.49 per share from the 2020 Trust. The contribution of shares to the 2020 Trust resulted in a decrease in the number of shares the reporting person beneficially owns indirectly through the Revocable Trust and a corresponding increase in the number of shares the reporting person beneficially owns indirectly through the 2020 Trust. The reporting person believes that this contribution of shares to the 2020 Trust constitutes a change in the form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.
  2. F2. On March 9, 2026, 1,341,128 shares of Class A common stock of the Issuer were transferred from the reporting person's direct holdings into the Revocable Trust.
  3. F3. Includes 1,879,053 outstanding restricted stock units ("RSUs") granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

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FAQ

What insider transaction did Petco (WOOF) CEO Joel D. Anderson report?
Joel D. Anderson reported moving 1,575,931 Petco Class A shares from a Revocable Trust into a 2020 Trust at $3.49 per share. The filing describes this as a change in the form of beneficial ownership, not an open-market trade.

Did the Petco (WOOF) CEO buy or sell shares in the market in this Form 4?
The Form 4 does not show any open-market buying or selling by the CEO. It records an internal transfer of 1,575,931 shares between family-related trusts, characterized as a restructuring of beneficial ownership under Rule 16a-13.

How many Petco (WOOF) shares does the CEO hold after the reported transactions?
After the reported restructuring, the CEO holds 1,890,153 shares directly and additional shares indirectly through several trusts, including 2,429,235 shares in a 2020 Trust and 260,903 shares in a Revocable Trust, plus 229,204 shares in a 2025 Trust.

What is the significance of the $3.49 per share value in the Petco (WOOF) filing?
The $3.49 per share figure is the value used when 1,575,931 shares were contributed from the Revocable Trust to the 2020 Trust. In exchange, the Revocable Trust withdrew an equal cash amount from the 2020 Trust, reflecting an internal valuation rather than market pricing.

What restricted stock units (RSUs) are disclosed for the Petco (WOOF) CEO?
The filing states that the CEO’s position includes 1,879,053 outstanding restricted stock units granted under Petco’s 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Petco Class A common stock upon settlement, subject to plan terms.

How does the trust restructuring affect the Petco (WOOF) CEO’s beneficial ownership?
The restructuring reduces the shares beneficially owned through the Revocable Trust and increases those beneficially owned through the 2020 Trust. Overall economic exposure remains large; the change primarily shifts where the indirect holdings reside rather than adding or removing shares.
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*
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)
03/13/2026
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 03/13/2026 J(1) 1,575,931 D $3.49 260,903(2) I By Revocable Trust
Class A Common Stock 1,890,153(3) D
Class A Common Stock 2,429,235(1) I By 2020 Trust
Class A Common Stock 229,204 I By 2025 Trust
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. On March 13, 2026, the reporting person contributed 1,575,931 shares of Petco common stock from the Revocable Trust into the 2020 Trust. In exchange for the shares, the Revocable Trust withdrew an amount equal to $3.49 per share from the 2020 Trust. The contribution of shares to the 2020 Trust resulted in a decrease in the number of shares the reporting person beneficially owns indirectly through the Revocable Trust and a corresponding increase in the number of shares the reporting person beneficially owns indirectly through the 2020 Trust. The reporting person believes that this contribution of shares to the 2020 Trust constitutes a change in the form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.
2. On March 9, 2026, 1,341,128 shares of Class A common stock of the Issuer were transferred from the reporting person's direct holdings into the Revocable Trust.
3. Includes 1,879,053 outstanding restricted stock units ("RSUs") granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive 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 03/17/2026
** 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.

Source: View Original Filing on SEC EDGAR