Petco (WOOF) CEO adds 5,000 shares through employee stock purchase plan

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. Chief Executive Officer and director Joel D. Anderson reported acquiring 5,000 shares of Class A common stock on January 30, 2026 at $2.29 per share under the company’s 2021 Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3.

Following this purchase, he beneficially owned 3,231,281 Class A shares directly, which include 2,466,451 restricted stock units where each unit represents one share. He also reported indirect holdings of 853,304 shares by a 2020 Trust, 229,204 shares by a 2025 Trust, 7,874 shares by his son, and 495,706 shares by a Revocable Trust.

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^*

Anderson Joel D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		A(1)	V	5,000	A	$2.29	3,231,281(2)	D
Class A Common Stock								853,304	I	By 2020 Trust
Class A Common Stock								229,204	I	By 2025 Trust
Class A Common Stock								7,874	I	By son
Class A Common Stock								495,706(3)	I	By Revocable Trust

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. These shares of Class A common stock of the Issuer were acquired under the Petco Health and Wellness Company, Inc. 2021 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

2. Includes 2,466,451 outstanding restricted stock units ("RSUs") granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

3. On January 13, 2026, 495,706 shares of Class A common stock of the Issuer were transferred from the 2025 Trust into the Revocable Trust.

Remarks:

24.1 Power of Attorney

	/s/ Giovanni Insana, as Attorney-in-Fact	02/03/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Petco (WOOF) CEO Joel Anderson report?

Joel D. Anderson reported acquiring 5,000 Petco Class A common shares at $2.29 each on January 30, 2026. The shares were purchased through the 2021 Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(d) and Rule 16b-3(c).

How many Petco shares does CEO Joel Anderson own directly after this Form 4?

After the reported transaction, Joel Anderson directly beneficially owned 3,231,281 shares of Petco Class A common stock. This amount includes 2,466,451 outstanding restricted stock units, each representing the right to receive one share of Petco Class A common stock in the future.

What indirect Petco share holdings are reported for Joel Anderson on this Form 4?

The filing shows indirect beneficial ownership of 853,304 shares by a 2020 Trust, 229,204 shares by a 2025 Trust, 7,874 shares held by his son, and 495,706 shares held by a Revocable Trust. Each position is reported with indirect ownership status and the related entity label.

Were Joel Anderson’s Petco share purchases under an employee stock plan?

Yes. The 5,000 Petco Class A shares were acquired under the Petco Health and Wellness Company, Inc. 2021 Employee Stock Purchase Plan. A footnote explains the transaction was exempt under both Rule 16b-3(d) and Rule 16b-3(c) governing insider participation in such plans.

What does the Form 4 say about Joel Anderson’s Petco restricted stock units?

A footnote states that his direct beneficial ownership total includes 2,466,451 outstanding restricted stock units granted under the 2021 Equity Incentive Plan. Each restricted stock unit represents the right to receive one share of Petco Class A common stock upon vesting or settlement.

Did Joel Anderson report any recent Petco share transfers between trusts?

Yes. A footnote notes that on January 13, 2026, 495,706 Petco Class A shares were transferred from the 2025 Trust into a Revocable Trust. On the Form 4, these 495,706 shares are shown as indirectly owned through the Revocable Trust following the reported transactions.