Petco exec has 90K shares withheld for taxes

Available on EDGAR 09/09/2026 - 04:11 PM EDT Accepted by SEC EDGAR 09/09/2026 - 04:11 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Petco Health & Wellness Company, Inc. (WOOF) reported that Chief Customer and Product Officer Michael Romanko had 90,138 shares of Class A common stock withheld on September 4, 2026 to satisfy tax liability related to vesting restricted stock units (RSUs) granted under the company’s 2021 Equity Incentive Plan. After this tax-withholding disposition, he directly holds 1,100,807 shares of Class A common stock, including 653,965 outstanding RSUs, each representing the right to receive one share upon settlement. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Tax Withholding: 90,138 shares

Tax Withholding 1 txn

Insider Romanko Michael

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	90,138	$2.52	$227K

Holdings After Transaction: Class A Common Stock — 1,100,807 shares (Direct)

Holdings Before and After: Class A Common Stock, 1,190,945 to 1,100,807 shares (Direct)

Footnotes (2)

1. F1. 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 September 4, 2026.
2. F2. Includes 653,965 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer.

Key Figures

Shares withheld for tax liability: 90,138 shares Transaction price per share: $2.52 per share Shares held after transaction: 1,100,807 shares +2 more

5 metrics

Shares withheld for tax liability 90,138 shares Class A common stock withheld on September 4, 2026 to satisfy tax liability on vesting RSUs

Transaction price per share $2.52 per share Price associated with the 90,138 shares withheld for tax liability

Shares held after transaction 1,100,807 shares Direct Class A common stock holdings of Michael Romanko following the September 4, 2026 transaction

Outstanding RSUs under 2021 Plan 653,965 RSUs Outstanding restricted stock units granted under Petco’s 2021 Equity Incentive Plan, each representing one share

Tax-withholding transactions in filing 1 transaction Number of code F transactions for payment of tax liability by withholding securities

Key Terms

restricted stock units, 2021 Equity Incentive Plan, tax liability, Class A common stock

4 terms

restricted stock units financial

"The transaction reported reflects the withholding of restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2021 Equity Incentive Plan financial

"granted to the Reporting Person on March 4, 2025 pursuant to the ... 2021 Plan"

tax liability financial

"withholding of restricted stock units ("RSUs") in satisfaction of the Reporting Person's tax liability"

Class A common stock financial

"Each RSU represents the right to receive one share of Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Petco (WOOF) report for Michael Romanko on September 4, 2026?

The filing reports that 90,138 shares of Petco Class A common stock were withheld on September 4, 2026 to satisfy tax liability arising from vesting restricted stock units granted under the 2021 Equity Incentive Plan.

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

After the reported tax-withholding disposition, Michael Romanko directly holds 1,100,807 shares of Petco Class A common stock, which includes 653,965 outstanding RSUs granted under the company’s 2021 Equity Incentive Plan.

Was the September 4, 2026 Petco (WOOF) insider transaction under a Rule 10b5-1 plan?

No. The Form 4 indicates no Rule 10b5-1 trading plan for this transaction; the document-level Rule 10b5-1 checkbox is not checked, and the footnotes describe the event as withholding RSUs to satisfy tax liability.

What is the nature of the shares withheld in the Petco (WOOF) Form 4 for Michael Romanko?

The shares represent RSUs granted on March 4, 2025 under the 2021 Equity Incentive Plan. A portion vested on September 4, 2026, and 90,138 shares were withheld to satisfy the reporting person’s tax liability.

What price per share is associated with the tax-withholding transaction in Petco (WOOF) stock?

The Form 4 lists a transaction price of $2.52 per share for the 90,138 shares of Class A common stock withheld to satisfy tax liability in connection with the vesting RSUs.

How many outstanding RSUs does Michael Romanko have under Petco’s 2021 Plan after this filing?

Footnote disclosure states that Michael Romanko has 653,965 outstanding RSUs granted under Petco’s 2021 Equity Incentive Plan, with each RSU representing the right to receive one share of Class A common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 CALIFORNIA 92127

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/04/2026		F		90,138(1)	D	$2.52	1,100,807(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 September 4, 2026.

2. Includes 653,965 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	09/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)