Petco (WOOF) grants major RSU and PSU awards to HR chief

Rhea-AI Filing Summary

May Holly reported acquisition or exercise transactions in this Form 4 filing.

Petco Health & Wellness Company, Inc. granted equity awards to Chief Human Resources Officer Holly May. She received 201,582 restricted stock units on February 17, 2026 under the 2021 Equity Incentive Plan, each representing one share of Class A common stock or its cash value.

The RSUs vest over three years, with 34% after one year and four additional 16.5% installments through the third anniversary of the grant date. She was also granted 132,296 target performance stock units, which can pay out between 0% and 200% of target based on a performance period ending February 3, 2029 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^*

May Holly

(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 Human Resources 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		201,582		(1)	(1)	Class A Common Stock	201,582	$0	201,582	D
Performance Stock Unit	(2)	02/17/2026		A		132,296		(2)	(2)	Class A Common Stock	132,296	$0	132,296	D

Explanation of Responses:

1. Represents 201,582 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.
* 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) report for Holly May?

Petco reported equity awards to Holly May, its Chief Human Resources Officer. She received 201,582 restricted stock units and 132,296 target performance stock units under the 2021 Equity Incentive Plan, both granted on February 17, 2026, with multi-year vesting and performance conditions attached.

How many RSUs did Holly May receive from Petco (WOOF)?

Holly May received 201,582 restricted stock units from Petco. These RSUs were granted on February 17, 2026 under the 2021 Equity Incentive Plan and each unit represents one share of Petco Class A common stock or its cash value, subject to a staged vesting schedule over three years.

What are the vesting terms for Holly May’s Petco (WOOF) RSUs?

The 201,582 RSUs vest in five installments over three years. Vesting occurs 34% on the first anniversary of the grant date, then 16.5% at 18 months, 24 months, 30 months, and 36 months after the February 17, 2026 grant date, contingent on continued service.

What performance stock units did Petco (WOOF) grant to Holly May?

Petco granted Holly May 132,296 target performance stock units. The PSUs can settle in shares of Class A common stock in an amount ranging from 0% to 200% of the target, depending on performance over a period ending February 3, 2029 and continued employment.

How is the payout for Petco (WOOF) performance stock units determined?

PSU payouts depend on Petco’s share price performance. After a performance period ending February 3, 2029, the actual PSUs earned will be based on Petco’s 20-day volume weighted average trading price at period end, with potential payout from 0% to 200% of the 132,296 target units.

Do Petco (WOOF) RSUs and PSUs for Holly May deliver cash or shares?

The RSUs may deliver either shares or their cash value, while PSUs deliver shares. Each RSU represents one share of Class A common stock or its cash value, and the PSUs represent the right to receive shares based on performance and vesting conditions.