WOOF insider filing: RSU tax withholding and corrected RSU count

Rhea-AI Filing Summary

Petco Health & Wellness Company (WOOF) reported an insider transaction by its Chief Human Resources Officer on 10/15/2025. The filing shows 41,811 shares of Class A common stock were withheld (code F) at $3.55 per share to cover taxes upon RSU vesting under the 2021 Equity Incentive Plan.

Following the transaction, the reporting person beneficially owned 1,979,577 shares, which include 1,763,577 outstanding RSUs. The filing notes a prior RSU balance disclosed on April 17, 2025 was inadvertently misstated and is corrected here.

Insider Trade Summary

Net Seller: 41,811 shares

Net Sell 1 txn

Insider May Holly

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	41,811	$3.55	$148K

Holdings After Transaction: Class A Common Stock — 1,979,577 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 April 15, 2024 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and a portion vested on October 15, 2025.
2. F2. Includes 1,763,577 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer. The number of outstanding RSUs previously reported in footnote 2 of the Reporting Person's Form 4 filed on April 17, 2025 was inadvertently misstated and has been corrected herein.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/17/2025 - 05:35 PM Learn about SEC filing dates

FAQ

What did Petco (WOOF) disclose in this Form 4?

An officer had 41,811 shares withheld (code F) at $3.55 to satisfy taxes on vested RSUs on 10/15/2025.

Who is the reporting person in the WOOF Form 4?

A Petco officer serving as Chief Human Resources Officer.

How many shares are beneficially owned after the transaction?

The filing lists 1,979,577 shares beneficially owned following the transaction.

How many RSUs are included in the reported holdings?

Holdings include 1,763,577 outstanding RSUs under Petco’s 2021 Equity Incentive Plan.

What was the purpose of the share withholding?

To cover the reporting person’s tax liability upon RSU vesting under the 2021 plan.

Does the filing correct any prior information?

Yes. It corrects an inadvertently misstated RSU balance previously reported on April 17, 2025.

What transaction code appears in the filing?

Transaction code F, indicating tax withholding of shares related to equity award 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

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^*

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)
10/15/2025

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	10/15/2025		F		41,811(1)	D	$3.55	1,979,577(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 April 15, 2024 pursuant to the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), and a portion vested on October 15, 2025.

2. Includes 1,763,577 outstanding RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of Class A common stock of the Issuer. The number of outstanding RSUs previously reported in footnote 2 of the Reporting Person's Form 4 filed on April 17, 2025 was inadvertently misstated and has been corrected herein.

	/s/ Giovanni Insana, as Attorney-in-Fact	10/17/2025
	** 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.