Michael Romanko - Mar 4, 2025 Form 4 Insider Report for Petco Health & Wellness Company, Inc. (WOOF)

Role
Chief Customer and Product Officer
Signature
/s/ Giovanni Insana, as Attorney-in-Fact
Stock symbol
WOOF
Transactions as of
Mar 4, 2025
Transactions value $
$0
Form type
4
Date filed
3/6/2025, 06:52 PM
Previous filing
Mar 4, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WOOF Class A Common Stock Award $0 +1.32M $0.00 1.32M Mar 4, 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WOOF Employee Stock Option (Right to Buy) Award $0 +393K $0.00 393K Mar 4, 2025 Class A Common Stock 393K $2.46 Direct F2
transaction WOOF Performance Stock Unit Award $0 +324K $0.00 324K Mar 4, 2025 Class A Common Stock 324K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 1,321,139 restricted stock units ("RSUs") granted to the Reporting Person on March 4, 2025. Each RSU represents the right to receive one share of Class A common stock of the Issuer. The RSUs will vest as follows: (i) 34% on the first anniversary of 3/4/2025 (the "Grant Date"); (ii) 16.5% on the date that is 18 months following the Grant Date; (iii) 16.5% on the second anniversary of the Grant Date; (iv) 16.5% on the date that is 30 months following the Grant Date; and (v) 16.5% on the third anniversary of the Grant Date. The RSUs were granted outside of the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan") as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).
F2 Represents options to purchase Class A Common Stock of the Issuer. The options will vest as follows: (i) 34% on the first anniversary of the Grant Date; (ii) 16.5% on the date that is 18 months following the Grant Date; (iii) 16.5% on the second anniversary of the Grant Date; (iv) 16.5% on the date that is 30 months following the Grant Date; and (v) 16.5% on the third anniversary of the Grant Date. The options were granted outside of the 2021 Plan as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).
F3 Represents the target number of performance stock units ("PSUs") granted. The PSUs represent the right to receive shares of Class A common stock of the Issuer in an amount from 0% to 200% of the target number of PSUs granted. The actual number of PSUs earned will be determined following a performance period ending January 29, 2028, based on the Issuer's total shareholder return during the performance period and subject to continued employment through the vesting date. The PSUs were granted outside of the 2021 Plan as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).

Remarks:

Chief Customer and Product Officer