SPRINGER MARY BETH 4

What Happened
Mary Beth Springer, a director of Central Garden & Pet Co. (CENT), exercised previously granted stock options on Feb 11, 2026 and received a separate restricted stock award the same day. She exercised options for 8,803 Class A shares at an effective exercise price of $22.72 per share (total cost $200,004). To cover the exercise price/tax liability, the company withheld 5,948 shares valued at an average $33.63 per share (value about $200,031). In addition, she was granted 3,584 restricted shares (no cash paid). Net from these transactions: 8,803 exercised − 5,948 withheld + 3,584 granted = a net increase of 6,439 shares to her position (total holdings after the transaction were not reported in the excerpt).

Key Details

• Transaction date: February 11, 2026. Exercise price per share: $22.72; withholding valuation per share: $33.63.
• Reported values: option exercise = $200,004; shares withheld for taxes/exercise ≈ $200,031; restricted award value recorded at $0.
• Net new shares from the activity: 6,439 (8,803 exercised − 5,948 withheld + 3,584 granted).
• Notable footnotes:
  • The option was adjusted following a Dec 7, 2023 stock dividend (originally an option for 7,043 shares at $28.40 adjusted to 8,803 shares) — the dividend also added 1,760 shares at no additional consideration (F1, F4).
  • Shares were withheld by the issuer to cover the exercise price/tax withholding (cashless/sell-to-cover style) (F2).
  • The 3,584 shares are a restricted stock award under the Nonemployee Director Equity Incentive Plan (F3).
  • Options were originally granted Feb 11, 2020 and were fully vested at exercise (F5).
• Filing timeliness: Form filed Feb 12, 2026 for transactions on Feb 11, 2026 — appears timely.

Context
This was an option exercise with sell/withhold-to-cover mechanics (common for covering exercise costs and tax liabilities), plus a routine restricted stock award for a non-employee director. Exercises and director awards are often routine compensation events rather than a direct buy/sell signal; the withholding indicates a cashless-type settlement for the exercise/taxes.