Petco Health & Wellness Company, Inc. SEC Filings

Breitner Cameron reported acquisition or exercise transactions in this Form 4 filing.

Petco Health & Wellness Company director Cameron Breitner reported an equity award and updated holdings. Breitner received 60,662 restricted stock units (RSUs) of Class A common stock as a grant under Petco’s 2021 Equity Incentive Plan, with no purchase price.

Each RSU equals one share and will vest on the earlier of Petco’s next annual shareholder meeting or June 30, 2027. After the grant, Breitner holds 153,338 Class A shares directly and 750,000 shares indirectly through an LLC jointly owned with his spouse, reflecting a prior transfer from a trust that did not change his beneficial ownership.

MOHAN RAJENDRA M reported acquisition or exercise transactions in this Form 4 filing.

Petco Health & Wellness Company, Inc. director Rajendra M. Mohan received a grant of 60,662 restricted stock units (RSUs) of Class A common stock as equity compensation. Each RSU equals one share, bringing his direct holdings to 583,689 shares after the award.

The RSUs were granted under Petco’s 2021 Equity Incentive Plan and will vest on the earlier of the company’s next annual shareholder meeting or June 30, 2027. This is a stock-based compensation award, not an open-market purchase.

Petco Health and Wellness Company, Inc. held its 2026 annual meeting of stockholders, where investors approved several governance items and an increase to the company’s equity compensation pool.

Stockholders approved a Second Amendment to the 2021 Equity Incentive Plan, adding 15,500,000 shares of Class A common stock reserved for employee and director equity awards. They also re-elected four Class III directors—Joel Anderson, Gary Briggs, Nishad Chande, and Mary Sullivan—to three-year terms.

In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027.

Petco Health and Wellness Company, Inc. reported net sales of $1.50 billion for the thirteen weeks ended May 2, 2026, up 0.2% from $1.49 billion, with comparable sales increasing 0.7%. Services and other revenue grew 6.8%, offsetting modest declines in consumables and supplies.

Gross margin improved slightly to 38.4%, and operating income rose to $24.6 million from $16.4 million. However, an $11.8 million loss on extinguishment and modification of debt following a major refinancing helped drive a net loss of $15.1 million, versus a $11.7 million loss a year earlier.

Adjusted EBITDA increased to $97.3 million from $89.4 million, while Free Cash Flow was negative $69.1 million. Petco refinanced its $1.5 billion term loan into a $900 million Amended First Lien Term Loan and $600 million of 8.25% Senior Secured Notes, ending the quarter with $166.8 million of cash and $487.6 million of ABL availability, or $654.4 million of total liquidity.

Petco Health and Wellness Company reported first-quarter 2026 results showing modest growth and improved profitability metrics but a continued net loss. Net sales were $1.50 billion, up 0.2% year over year, with comparable sales up 0.7%.

Gross profit rose to $574.4 million and gross margin expanded to 38.4%. Operating income increased to $24.6 million and Adjusted EBITDA reached $97.3 million, though net loss widened slightly to $15.1 million. Free cash flow was an outflow of $69.1 million.

The company ended the quarter with 1,378 stores, cash of $166.8 million and total debt of $1.48 billion. Management reaffirmed full-year 2026 guidance, including flat to 1.5% net sales growth and Adjusted EBITDA of $415–$430 million, and guided Q2 2026 net sales to grow about 0.3% with Adjusted EBITDA of $110–$112 million.

Petco Health & Wellness Company, Inc. Chief Revenue Officer Patrick J. Venezia reported a Form 4 transaction where 26,120 shares of Class A common stock were withheld at $2.50 per share on May 18, 2026 to satisfy tax liabilities on vested restricted stock units.

This tax-withholding disposition did not represent an open-market sale, but a payment mechanism tied to equity compensation. After the transaction, Venezia directly held 372,712 shares of Class A common stock and had 336,015 outstanding restricted stock units granted under the company’s 2021 Equity Incentive Plan, each RSU representing the right to receive one share.

Petco Health and Wellness Company, Inc. has issued its 2026 proxy statement for the June 30 virtual annual meeting. Stockholders will vote on four Class III director nominees, an advisory say-on-pay proposal, an amendment increasing shares under the 2021 Equity Incentive Plan, and ratification of Ernst & Young as auditor.

The proxy highlights fiscal 2025 performance, including net revenue of $6.0 billion, more than 1,500 Pet Care Centers across the U.S., Mexico, and Chile, operating income of $120 million, and operating cash flow up 77% year over year. Petco describes itself as a Nasdaq-listed “controlled company” with its principal stockholder holding about 51.2% of voting power for director elections and outlines its board structure, director qualifications, compensation, AI governance, and sustainability and human capital initiatives.

Petco Health & Wellness CEO Joel D. Anderson increased his stake through a compensation-related share acquisition. He acquired 2,861 shares of Class A common stock at $2.45 per share in a grant or award transaction under the company’s 2021 Employee Stock Purchase Plan, a mechanism for employees to buy stock on favorable terms.

After this transaction, his direct holdings totaled 1,893,014 shares of Class A common stock. This direct figure includes 1,879,053 restricted stock units granted under Petco’s 2021 Equity Incentive Plan, each representing the right to receive one share. The filing also reports indirect holdings held by revocable and other trusts, but those entries simply reflect existing positions rather than new market purchases or sales.