Petco (WOOF) CHRO Holly May has 181,952 shares withheld for RSU taxes

Rhea-AI Filing Summary

Chief Human Resources Officer Holly May reported two tax-related share dispositions of Petco Health & Wellness Company, Inc. Class A common stock. A total of 181,952 shares were withheld on April 15, 2026 at $2.80 per share to satisfy tax liabilities associated with vesting restricted stock units granted under the 2021 Equity Incentive Plan.

These were tax-withholding dispositions rather than open-market sales. After the transactions, May directly held 1,777,867 shares of Class A common stock and 1,326,218 outstanding RSUs, each RSU representing the right to receive one share.

Insights

Insider transactions analyst

Routine tax-withholding; no open-market buying or selling signal.

Chief Human Resources Officer Holly May had 181,952 Petco Class A shares withheld at $2.80 per share to cover tax obligations on vesting RSUs granted under the 2021 Equity Incentive Plan. Code F confirms these are tax-withholding dispositions, not market trades.

Following the transactions, she directly held 1,777,867 shares plus 1,326,218 outstanding RSUs, indicating a substantial continuing equity position. Because the dispositions are mechanical and tax-driven, they carry minimal informational value about her view of the stock and are best seen as routine compensation administration.

Insider Trade Summary

Net Seller: 181,952 shares

Net Sell 2 txns

Insider May Holly

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	139,976	$2.80	$392K
Exercise Price or Tax Liability	Class A Common Stock	41,976	$2.80	$118K

Holdings After Transaction: Class A Common Stock — 1,777,867 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 two RSU grants were granted to the Reporting Person on April 15, 2024 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and a portion of each grant vested on April 15, 2026.
2. F2. Includes 1,326,218 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

First tax-withholding block: 139,976 shares at $2.80 Second tax-withholding block: 41,976 shares at $2.80 Total tax-withholding shares: 181,952 shares +3 more

6 metrics

First tax-withholding block 139,976 shares at $2.80 Class A common stock withheld on April 15, 2026

Second tax-withholding block 41,976 shares at $2.80 Class A common stock withheld on April 15, 2026

Total tax-withholding shares 181,952 shares Code F tax-withholding dispositions for RSU taxes

Shares held after transactions 1,777,867 shares Direct Class A common stock ownership after April 15, 2026

Outstanding RSUs 1,326,218 RSUs RSUs granted under 2021 Equity Incentive Plan

Tax-withholding price $2.80 per share Value used for RSU tax-withholding dispositions

Key Terms

restricted stock units ("RSUs"), 2021 Equity Incentive Plan, tax liability, tax-withholding disposition, +1 more

5 terms

restricted stock units ("RSUs") financial

"The transaction reported reflects the withholding of restricted stock units ("RSUs") in satisfaction..."

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

"granted to the Reporting Person on April 15, 2024 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan..."

tax liability financial

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

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A common stock financial

"Each RSU represents the right to receive one share of Class A common stock of the Issuer."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/17/2026 - 07:11 PM Learn about SEC filing dates

FAQ

What insider transaction did Petco (WOOF) executive Holly May report?

Holly May reported tax-related dispositions where 181,952 Petco Class A shares were withheld at $2.80 per share. These shares covered tax liabilities on vesting RSUs granted under the 2021 Equity Incentive Plan, not open-market sales or purchases.

Were Holly May’s Petco (WOOF) transactions open-market sales?

No. The filing shows code F tax-withholding dispositions, meaning shares were withheld to pay taxes on vesting RSUs. No open-market buying or selling occurred, so the transactions are largely administrative rather than discretionary trading decisions.

How many Petco (WOOF) shares were used for Holly May’s tax withholding?

A total of 181,952 Petco Class A shares were withheld at $2.80 per share. The amounts came from two RSU grants that partially vested on April 15, 2026, and were applied to satisfy the related tax obligations.

What is Holly May’s Petco (WOOF) share ownership after these transactions?

After the tax-withholding dispositions, Holly May directly held 1,777,867 Petco Class A shares. She also had 1,326,218 outstanding RSUs, each representing the right to receive one additional share of Class A common stock in the future.

What are RSUs in the context of Petco (WOOF) executive compensation?

Restricted stock units, or RSUs, are share-based awards that convert into stock upon vesting. For Holly May, each RSU represents one Petco Class A share, and her RSUs were granted under the company’s 2021 Equity Incentive Plan as part of compensation.

Which plan governed the RSUs in Holly May’s Petco (WOOF) Form 4?

The RSUs were granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan. The filing notes two grants awarded on April 15, 2024, with a portion of each grant vesting on April 15, 2026, triggering the tax-withholding.

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 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)
	Chief Human Resources Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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	04/15/2026		F		139,976(1)	D	$2.8	1,819,843	D
Class A Common Stock	04/15/2026		F		41,976(1)	D	$2.8	1,777,867(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 two RSU grants were granted to the Reporting Person on April 15, 2024 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and a portion of each grant vested on April 15, 2026.

2. Includes 1,326,218 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	04/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)