Petco (NASDAQ: WOOF) HR chief withholds shares to cover RSU taxes

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. Chief Human Resources Officer Holly May disposed of 19,758 shares of Class A common stock on March 4, 2026 through a tax-withholding transaction tied to vesting restricted stock units (RSUs) granted under Petco’s 2021 Equity Incentive Plan.

The disposition, at a reported price of $2.65 per share, satisfied her tax liability rather than representing an open-market sale. After this transaction, a total of 1,959,819 shares/RSUs were reported as owned, including 1,711,748 outstanding RSUs, each RSU representing the right to receive one share of Class A common stock.

Insider Trade Summary

Net Seller: 19,758 shares

Net Sell 1 txn

Insider May Holly

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	19,758	$2.65	$52K

Holdings After Transaction: Class A Common Stock — 1,959,819 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 March 4, 2026.
2. F2. Includes 1,711,748 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/06/2026 - 05:23 PM Learn about SEC filing dates

FAQ

What did Petco (WOOF) executive Holly May report in this Form 4?

Holly May reported a tax-withholding share disposition of 19,758 Petco Class A shares on March 4, 2026. The transaction covered taxes due on vesting restricted stock units granted under Petco’s 2021 Equity Incentive Plan, rather than an open-market purchase or sale of stock.

Was Holly May’s Petco (WOOF) Form 4 transaction an open-market stock sale?

No. The Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld to satisfy Holly May’s tax liability when a portion of her RSUs vested under Petco’s 2021 Equity Incentive Plan, a common administrative mechanism for equity compensation.

How many Petco (WOOF) shares did Holly May dispose of and at what price?

The filing shows 19,758 shares of Petco Class A common stock disposed of at a reported price of $2.65 per share. This transaction reflects shares withheld for taxes on vesting RSUs, rather than a discretionary buy or sell decision in the open market.

How many Petco (WOOF) shares or RSUs does Holly May hold after this Form 4?

After the transaction, Holly May is reported as owning 1,959,819 shares/RSUs in total. This figure includes 1,711,748 outstanding restricted stock units, each representing the right to receive one Petco Class A common share when settled under the company’s 2021 Equity Incentive Plan.

What role do RSUs play in Holly May’s Petco (WOOF) equity holdings?

RSUs are a major component of Holly May’s reported equity position, with 1,711,748 outstanding awards. Each RSU grants the right to receive one Petco Class A share upon vesting and settlement, forming a significant part of her long-term incentive compensation under the 2021 Equity Incentive Plan.

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^*

May Holly

(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)
	Chief Human Resources Officer

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		19,758(1)	D	$2.65	1,959,819(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 1,711,748 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	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.
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.