Petco (WOOF) CRO awarded large RSU and PSU equity grants

Rhea-AI Filing Summary

Venezia Patrick J reported acquisition or exercise transactions in this Form 4 filing.

Petco Health & Wellness Company, Inc. reported that Chief Revenue Officer Patrick J. Venezia received equity awards in the form of restricted and performance stock units. He was granted 355,732 restricted stock units under the 2021 Equity Incentive Plan on February 17, 2026, each representing one share of Class A common stock or its cash value. These RSUs vest over three years, with 34% after one year and the remaining portions vesting at 18, 24, 30, and 36 months.

Venezia was also granted 233,464 target performance stock units under the same plan. These PSUs can ultimately result in 0% to 200% of the target number of shares, depending on performance over a period ending on February 3, 2029, based on the company’s 20-day volume weighted average trading price and continued employment through vesting.

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^*

Venezia Patrick J

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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
Restricted Stock Unit	(1)	02/17/2026		A		355,732		(1)	(1)	Class A Common Stock	355,732	$0	355,732	D
Performance Stock Unit	(2)	02/17/2026		A		233,464		(2)	(2)	Class A Common Stock	233,464	$0	233,464	D

Explanation of Responses:

1. Represents 355,732 restricted stock units ("RSUs") granted to the Reporting Person under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan") on February 17, 2026 (the "Grant Date"). Each RSU represents the right to receive one share of Class A common stock of the Issuer or the cash value thereof. The RSUs will vest as follows: (i) 34% on the first anniversary of the Grant Date; (ii) 16.5% on the date that is 18 months following the Grant Date; (iii) 16.5% on the second anniversary of the Grant Date; (iv) 16.5% on the date that is 30 months following the Grant Date; and (v) 16.5% on the third anniversary of the Grant Date.

2. Represents the target number of performance stock units ("PSUs") granted under the 2021 Plan. The PSUs represent the right to receive shares of Class A common stock of the Issuer in an amount from 0% to 200% of the target number of PSUs granted. The actual number of PSUs earned will be determined following a performance period ending February 3, 2029, based on the Issuer's 20-day volume weighted average trading price at the end of the performance period and subject to continued employment through the vesting date.

	/s/ Giovanni Insana, as Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Petco (WOOF) report for Patrick J. Venezia?

Petco reported that Chief Revenue Officer Patrick J. Venezia received grants of restricted stock units and performance stock units. The Form 4 shows 355,732 RSUs and 233,464 target PSUs awarded under the 2021 Equity Incentive Plan on February 17, 2026.

How many restricted stock units did Patrick J. Venezia receive from Petco (WOOF)?

Patrick J. Venezia received 355,732 restricted stock units from Petco under its 2021 Equity Incentive Plan. Each RSU represents one share of Class A common stock or its cash value, vesting in stages over three years from the February 17, 2026 grant date.

What are the vesting terms for Petco (WOOF) RSUs granted to Patrick J. Venezia?

The 355,732 RSUs vest 34% on the first anniversary of the February 17, 2026 grant date, then 16.5% at 18 months, 24 months, 30 months, and 36 months. Vesting requires continued service through each applicable vesting date under the 2021 Plan.

How do the performance stock units for Petco (WOOF) executive Patrick J. Venezia work?

Venezia’s 233,464 target performance stock units can pay out between 0% and 200% of the target shares. The actual number earned depends on Petco’s 20-day volume weighted average trading price over a performance period ending February 3, 2029, plus continued employment.

What performance period applies to the Petco (WOOF) PSUs granted to Patrick J. Venezia?

The performance stock units use a performance period ending on February 3, 2029. After that date, Petco will determine how many PSUs are earned, from 0% to 200% of the 233,464 target units, based on trading price and employment conditions.

Does the Petco (WOOF) Form 4 show any insider share sales by Patrick J. Venezia?

The Form 4 shows only acquisitions through equity awards, not sales. It records grants of restricted stock units and performance stock units at a price of $0.0000 per unit, reflecting compensation awards rather than market purchases or disposals of existing shares.