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Petco (WOOF) CEO adds 2,861 shares under employee stock plan

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Petco Health & Wellness CEO Joel D. Anderson increased his stake through a compensation-related share acquisition. He acquired 2,861 shares of Class A common stock at $2.45 per share in a grant or award transaction under the company’s 2021 Employee Stock Purchase Plan, a mechanism for employees to buy stock on favorable terms.

After this transaction, his direct holdings totaled 1,893,014 shares of Class A common stock. This direct figure includes 1,879,053 restricted stock units granted under Petco’s 2021 Equity Incentive Plan, each representing the right to receive one share. The filing also reports indirect holdings held by revocable and other trusts, but those entries simply reflect existing positions rather than new market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider Anderson Joel D
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 2,861 $2.45 $7K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 1,893,014 shares (Direct); Class A Common Stock — 2,429,235 shares (Indirect, By 2020 Trust); Class A Common Stock — 229,204 shares (Indirect, By 2025 Trust); Class A Common Stock — 260,903 shares (Indirect, By Revocable Trust)
Footnotes (2)
  1. F1. These shares of Class A common stock of the Issuer were acquired under the Petco Health and Wellness Company, Inc. 2021 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).
  2. F2. Includes 1,879,053 outstanding restricted stock units ("RSUs") granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.
Shares acquired 2,861 shares Grant/award acquisition at $2.45 per share on 2026-05-01
Acquisition price $2.45 per share Price for 2,861 Class A shares under employee plan
Direct holdings after transaction 1,893,014 shares Class A common stock directly held by CEO after acquisition
Restricted stock units included 1,879,053 RSUs RSUs under 2021 Equity Incentive Plan within direct holdings
Revocable trust holdings 260,903 shares Class A common stock held indirectly by revocable trust
2025 Trust holdings 229,204 shares Class A common stock held indirectly by 2025 Trust
2020 Trust holdings 2,429,235 shares Class A common stock held indirectly by 2020 Trust
Employee Stock Purchase Plan financial
"were acquired under the Petco Health and Wellness Company, Inc. 2021 Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
restricted stock units financial
"Includes 1,879,053 outstanding restricted stock units ("RSUs") granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan"
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.
RSUs financial
"Each RSU represents the right to receive one share of Class A common stock of the Issuer"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
Rule 16b-3(d) regulatory
"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
Rule 16b-3(c) regulatory
"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"
An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Anderson Joel D

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/01/2026A(1)V2,861A$2.451,893,014(2)D
Class A Common Stock2,429,235IBy 2020 Trust
Class A Common Stock229,204IBy 2025 Trust
Class A Common Stock260,903IBy Revocable Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares of Class A common stock of the Issuer were acquired under the Petco Health and Wellness Company, Inc. 2021 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).
2. Includes 1,879,053 outstanding restricted stock units ("RSUs") granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.
/s/ Giovanni Insana, as Attorney-in-Fact05/05/2026
** Signature of Reporting PersonDate
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)