Ranelli John 4

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.