Petco Health & Wellness Company, Inc. 8-K

What Happened

• On January 21, 2026, Petco Health & Wellness Company, Inc. announced the commencement of an offering of $650 million aggregate principal amount of senior secured notes due 2031.
• The Notes will be guaranteed by the Company’s subsidiaries that guarantee its credit facilities and will be secured first-lien on fixed assets and second-lien on current assets.
• Petco said it intends to use the net proceeds, along with borrowings under a new term loan facility and cash on hand, to repay its existing term loan facility in full, pay related fees and expenses, and for general corporate purposes. The announcement was released via press release (Exhibit 99.1) filed with the Form 8-K.

Key Details

• Offering amount: $650 million of senior secured notes due 2031.
• Security/guarantees: Guaranteed by subsidiaries that guarantee Petco’s credit facilities; first-lien on fixed assets, second-lien on current assets.
• Capital structure notes: The Notes will be effectively senior to unsecured and junior-lien debt to the extent of collateral value, equal in priority to other debt secured on the same priority, and subordinated to any higher-priority secured debt.
• Filing date and exhibit: Form 8-K filed January 21, 2026; press release attached as Exhibit 99.1.

Why It Matters

• This transaction is a material refinancing move that will change Petco’s debt mix and collateral profile by adding secured notes and a new term loan while retiring the existing term loan.
• For investors, secured notes mean lenders have priority claims on specified assets, which can affect the relative risk and recovery prospects of other creditors and influence the company’s leverage and interest expense profile.
• The proceeds are targeted to repay existing indebtedness and fund general corporate needs, directly affecting Petco’s near-term liquidity and capital structure.