Large RSU and PSU grants to Michael Romanko at Petco (WOOF)

Rhea-AI Filing Summary

Romanko Michael reported acquisition or exercise transactions in this Form 4 filing.

Petco Health & Wellness Company, Inc. reported that Michael Romanko received sizable equity awards under the company’s 2021 Equity Incentive Plan on February 17, 2026. He was granted 711,463 restricted stock units (RSUs), each representing one share of Class A common stock or its cash value.

The RSUs vest over three years, with 34% on the first anniversary of the grant date and four additional tranches of 16.5% through the third anniversary. Romanko also received 466,927 target performance stock units (PSUs), which can pay out from 0% to 200% of the target based on a performance period ending February 3, 2029 and the company’s 20-day volume-weighted average trading price, subject to continued employment.

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)
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		711,463		(1)	(1)	Class A Common Stock	711,463	$0	711,463	D
Performance Stock Unit	(2)	02/17/2026		A		466,927		(2)	(2)	Class A Common Stock	466,927	$0	466,927	D

Explanation of Responses:

1. Represents 711,463 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.

Remarks:

Chief Customer and Product Officer; Exhibit 24.1 Power of Attorney

	/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 transaction did Petco (WOOF) report for Michael Romanko?

Petco reported that Michael Romanko received equity awards, not an open-market trade. He was granted 711,463 restricted stock units and 466,927 target performance stock units under the 2021 Equity Incentive Plan on February 17, 2026.

How many restricted stock units did Michael Romanko receive from Petco (WOOF)?

Michael Romanko received 711,463 restricted stock units from Petco. Each RSU represents the right to receive one share of Class A common stock or the cash value, vesting in staged installments over three years from the February 17, 2026 grant date.

What are the terms of Michael Romanko’s performance stock units at Petco (WOOF)?

Romanko received 466,927 target performance stock units. The actual shares earned can range from 0% to 200% of this target, determined after a performance period ending February 3, 2029, based on Petco’s 20-day volume-weighted average trading price and continued employment.

How do Michael Romanko’s RSUs at Petco (WOOF) vest over time?

His 711,463 RSUs vest in five tranches: 34% on the first anniversary of the February 17, 2026 grant date, and four additional installments of 16.5% each at 18 months, two years, 30 months, and three years after the grant date.

Does Michael Romanko pay a purchase price for his Petco (WOOF) equity awards?

The reported transactions show a price per unit of $0.0000, indicating these are grant or award acquisitions rather than purchases. The RSUs and PSUs are granted under Petco’s 2021 Equity Incentive Plan as part of his compensation.