Petco (WOOF) executive sees 130,194 shares withheld for RSU tax liability

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. executive Michael Romanko reported a Form 4 transaction showing a tax-related share disposition. On March 4, 2026, 130,194 shares of Class A common stock were withheld at a price of $2.65 per share to satisfy his tax liability on vested restricted stock units granted under the 2021 Equity Incentive Plan. After this withholding, he directly owned 1,190,945 shares of Class A common stock, and this amount includes 871,952 outstanding restricted stock units, each representing the right to receive one share.

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^*

Romanko Michael

(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)
	See Remarks

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		130,194(1)	D	$2.65	1,190,945(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 871,952 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

Remarks:

Chief Customer and Product Officer

	/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).
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FAQ

What insider transaction did Petco (WOOF) executive Michael Romanko report?

Michael Romanko reported a tax-withholding disposition of 130,194 Petco Class A shares. The shares were withheld to cover tax liability from vested restricted stock units granted under Petco’s 2021 Equity Incentive Plan, rather than sold in an open-market transaction.

Was the Petco (WOOF) Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy Michael Romanko’s tax obligations arising from vesting of restricted stock units under the 2021 Equity Incentive Plan.

How many Petco (WOOF) shares were withheld for Michael Romanko’s taxes?

A total of 130,194 shares of Petco Class A common stock were withheld at $2.65 per share. This withholding satisfied Michael Romanko’s tax liability related to the vesting of restricted stock units granted on March 4, 2025.

How many Petco (WOOF) shares does Michael Romanko hold after this Form 4 transaction?

Following the tax-withholding disposition, Michael Romanko directly held 1,190,945 shares of Petco Class A common stock. This figure includes both currently held shares and outstanding restricted stock units reported in the filing.

What restricted stock units (RSUs) are reported for Michael Romanko at Petco (WOOF)?

The filing states that Michael Romanko has 871,952 outstanding RSUs granted under Petco’s 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Petco Class A common stock upon settlement, subject to applicable vesting conditions.

Which equity plan governs the reported RSUs for Petco (WOOF) executive Michael Romanko?

The restricted stock units are granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan, as amended. The March 4, 2026 vesting and related tax-withholding disposition both arise from awards issued pursuant to this equity incentive plan.