Tax withholding trims Petco (WOOF) CFO RSU-related share holdings

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. Chief Financial Officer Sabrina Simmons reported tax-related share dispositions of Class A common stock. On March 4, 2026, she delivered 125,036 shares and 65,548 shares at $2.65 per share to satisfy tax liabilities tied to vested restricted stock units.

After these tax-withholding dispositions, she directly owned 1,312,281 shares of Class A common stock. A footnote states this total includes 939,027 outstanding restricted stock units granted under Petco’s 2021 Equity Incentive Plan, each representing the right to receive one share of Class A common stock.

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^*

SIMMONS SABRINA

(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 Financial 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		125,036(1)	D	$2.65	1,377,829	D
Class A Common Stock	03/04/2026		F		65,548(1)	D	$2.65	1,312,281(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 vested on March 4, 2026.

2. Includes 939,027 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.
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FAQ

What insider activity did Petco (WOOF) report for CFO Sabrina Simmons?

Petco reported that CFO Sabrina Simmons disposed of shares to cover taxes from vested RSUs. The Form 4 identifies these as tax-withholding dispositions of Class A common stock, rather than open-market sales, tied to equity granted under the company’s 2021 Equity Incentive Plan.

How many Petco (WOOF) shares were used for CFO tax withholding?

The Form 4 shows two tax-withholding dispositions: 125,036 shares and 65,548 shares of Class A common stock at $2.65 per share. These transactions satisfied Sabrina Simmons’ tax liabilities associated with restricted stock units that vested on March 4, 2026 under Petco’s 2021 Equity Incentive Plan.

How many Petco (WOOF) shares does the CFO hold after these transactions?

After the reported tax-withholding dispositions, Sabrina Simmons directly owned 1,312,281 shares of Petco Class A common stock. A footnote explains this figure includes 939,027 outstanding restricted stock units, each representing the right to receive one share of the company’s Class A common stock.

Were the Petco (WOOF) CFO’s transactions open-market sales?

No, the transactions are described as tax-withholding dispositions, not open-market sales. The shares were withheld to satisfy Sabrina Simmons’ tax liabilities on restricted stock units that vested under Petco’s 2021 Equity Incentive Plan, according to the Form 4 footnote disclosure.

What equity plan governs the Petco (WOOF) CFO’s RSU awards?

The restricted stock units mentioned in the Form 4 were granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan. The RSUs were granted on March 4, 2025 and vested on March 4, 2026, leading to the tax-withholding share dispositions reported by the CFO.