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  4. [Form 4] Petco Health & Wellness Company, Inc. Insider Trading Activity

Petco (WOOF) CRO Venezia has 26,120 shares withheld for RSU tax liability

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

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. Chief Revenue Officer Patrick J. Venezia reported a Form 4 transaction where 26,120 shares of Class A common stock were withheld at $2.50 per share on May 18, 2026 to satisfy tax liabilities on vested restricted stock units.

This tax-withholding disposition did not represent an open-market sale, but a payment mechanism tied to equity compensation. After the transaction, Venezia directly held 372,712 shares of Class A common stock and had 336,015 outstanding restricted stock units granted under the company’s 2021 Equity Incentive Plan, each RSU representing the right to receive one share.

Positive

  • None.

Negative

  • None.
Insider Venezia Patrick J
Role Chief Revenue Officer
Type Security Shares Price Value
Exercise Price or Tax Liability Class A Common Stock 26,120 $2.50 $65K
Holdings After Transaction: Class A Common Stock — 372,712 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 November 18, 2024 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and a portion vested on May 18, 2026.
  2. F2. Includes 336,015 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.
Shares withheld for taxes 26,120 shares Tax-withholding disposition on vested RSUs at $2.50 per share on May 18, 2026
Tax-withholding price $2.50 per share Value used for 26,120 withheld shares in Form 4 transaction
Shares held after transaction 372,712 shares Direct Class A common stock holdings following May 18, 2026 transaction
Outstanding RSUs 336,015 RSUs Restricted stock units under 2021 Equity Incentive Plan, each for one share
Transaction date May 18, 2026 Vesting date for a portion of RSUs and related tax-withholding
Grant date of RSUs November 18, 2024 Date RSUs were granted under the 2021 Equity Incentive Plan
restricted stock units ("RSUs") financial
"The transaction reported reflects the withholding of restricted stock units ("RSUs") in satisfaction of the Reporting Person's tax liability."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
2021 Equity Incentive Plan financial
"The RSUs were granted to the Reporting Person on November 18, 2024 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan")."
tax liability financial
"The transaction reported reflects the withholding of restricted stock units ("RSUs") in satisfaction of the Reporting Person's tax liability."

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FAQ

What did Petco (WOOF) executive Patrick J. Venezia report in this Form 4?
Patrick J. Venezia reported a tax-withholding disposition of 26,120 Petco Class A shares at $2.50 per share. The shares were withheld to cover taxes on vested restricted stock units granted under Petco’s 2021 Equity Incentive Plan, rather than sold in the open market.

Was the Petco (WOOF) Form 4 transaction an open-market sale of shares?
No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 26,120 shares were withheld by the issuer to satisfy Patrick J. Venezia’s tax liability arising from vesting restricted stock units, which is a routine equity compensation-related event.

How many Petco (WOOF) shares does Patrick J. Venezia hold after this Form 4?
Following the reported tax-withholding transaction, Patrick J. Venezia directly holds 372,712 shares of Petco Class A common stock. In addition, he has 336,015 outstanding restricted stock units, each representing the right to receive one additional share upon future vesting and settlement.

What equity awards are involved in Patrick J. Venezia’s Petco (WOOF) Form 4 filing?
The filing involves restricted stock units granted on November 18, 2024 under Petco’s 2021 Equity Incentive Plan. A portion of these RSUs vested on May 18, 2026, triggering tax obligations covered by withholding 26,120 shares of Class A common stock.

What is the role of the 2021 Equity Incentive Plan in this Petco (WOOF) Form 4?
Petco’s 2021 Equity Incentive Plan governs the restricted stock units reported in the Form 4. RSUs granted to Patrick J. Venezia under this plan vested on May 18, 2026, and a portion of the resulting shares was withheld to pay associated tax liabilities.
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Revenue Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/18/2026F26,120(1)D$2.5372,712(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 November 18, 2024 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and a portion vested on May 18, 2026.
2. Includes 336,015 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-Fact05/20/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR