Ranelli John 4

4 · CENTRAL GARDEN & PET CO · Filed Feb 12, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

Central Garden & Pet Director John Ranelli Exercises Options

What Happened

John Ranelli, a director of Central Garden & Pet Co. (CENT), exercised options on February 10, 2026 to acquire 8,803 shares of Class A Common Stock at an exercise price resulting in $200,004 paid by the Reporting Person (8,803 shares @ $22.72). To cover the exercise price and tax withholding, the issuer withheld 5,916 shares (reported as a disposition) valued at $33.81 each, totaling about $200,020. The derivative position (option) was converted/terminated as part of this exercise.

Key Details

Transaction date: 2026-02-10; Form 4 filed: 2026-02-12 (timely).
Exercise: 8,803 shares acquired @ $22.72 = $200,004 (code M: option exercise).
Withholding/tax payment: 5,916 shares withheld/disposed @ $33.81 = $200,020 (code F).
Derivative reported disposed for $0 reflects conversion of the option into shares.
Shares owned after the transaction: not disclosed in the provided filing excerpt.
Notable footnotes:
- F1/F4: Option originally for 7,043 shares was adjusted to 8,803 after a 2023 stock dividend (the adjustment included 1,760 extra shares upon exercise at no additional cost).
- F3: Withheld shares were used to pay exercise price/taxes based on the average of the high and low sale prices on the exercise date.
- F5: Options were granted Feb 11, 2020 and were fully vested and exercised.
- F2: Ranelli disclaims beneficial ownership of Trust-owned shares except to the extent of pecuniary interest.
Exhibit/remark: Power of Attorney (Exhibit 24.1) included.

Context

This was an option exercise with share withholding (a common cashless-type method to cover costs and taxes), not an open-market sale of newly acquired shares. The filing shows no immediate open-market sale of additional shares by Ranelli. Option exercises like this are routine for vested awards and do not necessarily indicate a change in the director’s view of the company.

Form 4

Period: 2026-02-10

Director

Transactions

Exercise/Conversion
Class A Common Stock
[F1][F2]
2026-02-10$22.72/sh+8,803$200,004→ 10,230 total(indirect: By Trust)
Tax Payment
Class A Common Stock
[F3][F2]
2026-02-10$33.81/sh−5,916$200,020→ 4,314 total(indirect: By Trust)
Exercise/Conversion
Stock Option (Right to Buy)
[F4][F5]
2026-02-10−8,803→ 0 total
Exercise: $22.72Exp: 2026-02-11→ Class A Common Stock (8,803 underlying)

Holdings

Footnotes (5)

[F1]On December 7, 2023, Company declared a stock dividend, payable to all holders on record of Common Stock and Class A Common Stock as of January 8, 2024, of one share of Class A Common Stock for every four shares of Common Stock and Class A Common Stock outstanding. At the same time, pursuant to anti-dilution provisions, an option for 7,043 shares Class A Common Stock on January 8, 2024 became exercisable for 8,803 shares of Class A Common Stock.
[F2]Mr. Ranelli disclaims beneficial ownership of the shares of the Company's Common Stock and Class A Common Stock owned by the John R. Ranelli Trust dated 12/24/97 except to the extent of his pecuniary interest therein.
[F3]Shares withheld by the Issuer in payment of the aggregate option exercise price incurred upon the above-reported exercise of options. The amount of shares withheld is based on the respective average of the high and low sales prices on the date of exercise.
[F4]This option was previously reported as an option for 7043 shares of Class A Common Stock at an exercise price of $28.40 per share, but was adjusted to reflect the stock dividend declared by Company on December 7, 2023. As a result of the stock dividend, the option also entitled the Reporting Person to receive, upon exercise, 1760 shares of Class A Common Stock for no additional consideration.
[F5]Options were granted on February 11, 2020 and all shares are vested and have been exercised.

Signature

/s/John Ranelli|2026-02-11

2 files