Petco (WOOF) executive disposes 24,044 shares in RSU tax withholding

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. officer Giovanni Insana reported a tax-related share disposal tied to equity compensation. On March 4, 2026, 24,044 shares of Class A common stock were withheld at $2.65 per share to satisfy taxes on vesting restricted stock units (RSUs). After this tax-withholding disposition, Insana directly holds 421,204 Class A shares and has 261,756 outstanding RSUs granted under Petco’s 2021 Equity Incentive Plan, each RSU representing one future share.

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^*

Insana Giovanni

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		F		24,044(1)	D	$2.65	421,204(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 March 4, 2026.

2. Includes 261,756 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	03/06/2026
	** 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.
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FAQ

What insider transaction did Giovanni Insana report at Petco (WOOF)?

Giovanni Insana reported a tax-withholding disposition of 24,044 Petco Class A shares. The shares were withheld to cover taxes due on vesting restricted stock units granted under Petco’s 2021 Equity Incentive Plan, rather than sold in an open-market transaction.

How many Petco (WOOF) shares were disposed of and at what price?

A total of 24,044 Class A shares were disposed of at $2.65 per share. The transaction was coded “F”, meaning it was used to pay tax obligations related to equity awards, not a traditional market sale for investment purposes.

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

After the transaction, Giovanni Insana directly holds 421,204 Petco Class A common shares. This figure reflects his ownership immediately following the tax-withholding disposition and does not include additional share rights represented by outstanding restricted stock units.

What RSU holdings does Giovanni Insana have at Petco (WOOF)?

Insana holds 261,756 outstanding RSUs granted under Petco’s 2021 Equity Incentive Plan. Each restricted stock unit represents the right to receive one share of Petco Class A common stock upon vesting and settlement, providing additional future equity exposure beyond current shares.

Was the Petco (WOOF) insider transaction an open-market sale?

No. The filing describes the transaction as a tax-withholding disposition of RSUs. Shares were withheld by the issuer to satisfy Insana’s tax liability when a portion of his March 4, 2025 RSU grant vested on March 4, 2026, rather than sold on the open market.