Petco CLO has 10,688 shares withheld for taxes

Petco’s chief legal officer reported a routine tax-withholding share disposition linked to vesting RSUs, with substantial equity awards still outstanding.

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. (WOOF) reported that Chief Legal Officer and Secretary Giovanni Insana had 10,688 shares of Class A common stock withheld on September 4, 2026 to satisfy tax liability, valued at $2.52 per share. Following this tax-withholding disposition, he holds 386,659 shares directly, including 180,460 outstanding RSUs granted under the 2021 Equity Incentive Plan, with each RSU representing the right to receive one share of Class A common stock.

Insider Trade Summary

Tax Withholding: 10,688 shares

Tax Withholding 1 txn

Insider Insana Giovanni

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	10,688	$2.52	$27K

Holdings After Transaction: Class A Common Stock — 386,659 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 180,460 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 taxes: 10,688 shares Tax-withholding share value: $2.52 per share Shares held after transaction: 386,659 shares +3 more

6 metrics

Shares withheld for taxes 10,688 shares Class A common stock withheld on September 4, 2026 for tax liability

Tax-withholding share value $2.52 per share Value applied to shares withheld on September 4, 2026

Shares held after transaction 386,659 shares Direct Class A common stock holdings after September 4, 2026 event

Outstanding RSUs 180,460 RSUs Outstanding restricted stock units granted under the 2021 Equity Incentive Plan

RSU grant date March 4, 2025 Grant date of RSUs from which a portion vested on September 4, 2026

RSU vesting date September 4, 2026 Date a portion of the March 4, 2025 RSU grant vested

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

"granted to the Reporting Person on March 4, 2025 pursuant to the ... 2021 Plan"

tax liability financial

"withholding of restricted stock units ("RSUs") in satisfaction of the Reporting Person's tax liability"

FAQ

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

What transaction did Petco (WOOF) report for Giovanni Insana on September 4, 2026?

The company reported that Giovanni Insana had 10,688 shares of Class A common stock withheld on September 4, 2026 to satisfy tax liability related to vested RSUs, at a value of $2.52 per share.

Was the Petco (WOOF) Form 4 transaction a market sale or a tax withholding?

The Form 4 shows a Code F transaction, described as payment of tax liability by withholding shares from vested RSUs, rather than an open-market purchase or sale of Petco stock.

How many Petco (WOOF) shares does Giovanni Insana hold after this Form 4 transaction?

After the reported tax-withholding event, Giovanni Insana directly holds 386,659 shares of Petco Class A common stock, which includes 180,460 outstanding RSUs granted under the 2021 Equity Incentive Plan.

What RSU awards are disclosed for Giovanni Insana in the Petco (WOOF) Form 4?

The filing states that he has 180,460 outstanding RSUs granted under the 2021 Equity Incentive Plan, and that a portion of RSUs granted on March 4, 2025 vested on September 4, 2026.

Was the Petco (WOOF) insider transaction made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not selected, and no footnote states that the September 4, 2026 tax-withholding transaction was made pursuant to a Rule 10b5-1 trading plan.

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

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Available on EDGAR 09/09/2026 - 04:10 PM Accepted by SEC EDGAR 09/09/2026 - 04:09 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^*

Insana Giovanni

(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)
	See Remarks

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		10,688(1)	D	$2.52	386,659(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 180,460 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

Remarks:

Chief Legal Officer and Secretary

	/s/ Giovanni Insana	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)