Petco (WOOF) CRO exercises options, sells 102K shares and holds 398K

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. Chief Revenue Officer Patrick J. Venezia exercised employee stock options for 58,805 shares of Class A common stock at an exercise price of $2.46 per share, then sold 102,029 shares in open-market transactions at a weighted average price of $3.4213 per share.

After these transactions, he directly holds 398,832 shares, which a footnote states includes 398,832 outstanding RSUs granted under the 2021 Plan, with each RSU representing one share of Class A common stock.

Insights

Equity compensation and insider-trading analyst

CRO exercises options and sells shares, retaining a sizable equity stake.

Chief Revenue Officer Patrick J. Venezia exercised options for 58,805 shares at an exercise price of $2.46 and sold 102,029 shares at a weighted average of $3.4213. This is a classic exercise-and-sell pattern, turning part of an equity award into cash.

Following the transactions, he reports ownership of 398,832 shares, which a footnote explains are outstanding RSUs under the 2021 Plan, each representing one future share. That remaining equity exposure suggests the sale is a partial liquidity event rather than a full exit from his position.

The sale price range, from $3.390 to $3.455, shows executions across several trades, and the filing does not mention any Rule 10b5-1 trading plan. Future filings may show additional vesting or exercises as the option grant schedule under the 2021 Plan progresses.

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^*

Venezia Patrick J

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		M		58,805	A	$2.46	500,861(1)	D
Class A Common Stock	03/13/2026		S		102,029	D	$3.4213(2)	398,832(1)	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
Employee Stock Option (Right to Buy)	$2.46	03/13/2026		M			58,805	(3)	03/04/2035	Class A Common Stock	58,805	$0	114,151	D

Explanation of Responses:

1. Includes 398,832 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.390 - $3.455, inclusive. Full information regarding the number of shares sold at each separate price will be provided by the reporting person upon request to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

3. Represents options to purchase Class A Common Stock granted under the 2021 Plan. The options vest and become exercisable as follows: (i) 34% on the first anniversary of 3/4/2025 (the "Option Grant Date"); (ii) 16.5% on the date that is 18 months following the Option Grant Date; (iii) 16.5% on the second anniversary of the Option Grant Date; (iv) 16.5% on the date that is 30 months following the Option Grant Date; and (v) 16.5% on the third anniversary of the Option Grant Date.

	/s/ Giovanni Insana, as Attorney-in-Fact	03/17/2026
	** 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 did Petco (WOOF) executive Patrick J. Venezia report in this Form 4?

Patrick J. Venezia reported exercising employee stock options and selling Petco shares. He exercised options for 58,805 Class A shares at $2.46, then sold 102,029 shares at a weighted average of $3.4213 per share in open-market transactions.

How many Petco (WOOF) shares did the CRO sell and at what price?

He sold 102,029 shares of Petco Class A common stock. The weighted average sale price was $3.4213 per share, across multiple trades executed between $3.390 and $3.455, as disclosed in a detailed pricing footnote in the filing.

How many Petco (WOOF) shares does Patrick J. Venezia hold after these transactions?

After the reported transactions, Patrick J. Venezia holds 398,832 shares. A footnote specifies this amount includes 398,832 outstanding RSUs under Petco’s 2021 Plan, with each RSU representing the right to receive one share of Class A common stock.

What options did the Petco (WOOF) CRO exercise in this Form 4 filing?

He exercised employee stock options covering 58,805 shares of Petco Class A common stock. The exercise price was $2.46 per share, converting derivative securities into common stock as part of his equity compensation granted under the company’s 2021 Plan.

Does the Petco (WOOF) Form 4 mention how the CRO’s options vest?

Yes. A footnote explains the option grant vests 34% one year after March 4, 2025, then 16.5% at 18 months, 24 months, 30 months, and 36 months after that grant date, creating a multi-year vesting schedule for the award.

Were the Petco (WOOF) CRO’s share sales under a Rule 10b5-1 trading plan?

The filing describes the transactions and pricing range but does not state they were made under a Rule 10b5-1 trading plan. It only notes the sales occurred in multiple trades between $3.390 and $3.455 per share on the reported date.