Insana Giovanni 4
4 · Petco Health & Wellness Company, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Petco (WOOF) Chief Legal Officer Insana Giovanni Receives Equity Award
What Happened Insana Giovanni, Petco’s Chief Legal Officer and Secretary, was granted equity awards on February 17, 2026: 189,724 restricted stock units (RSUs) and a target of 124,514 performance stock units (PSUs). The Form 4 reports these as derivative awards with an acquisition price of $0 (standard for grants). RSUs each represent the right to one share (or cash equivalent) upon vesting; PSUs are performance-based and may pay out from 0% to 200% of the target number depending on results.
Key Details
- Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (timely filing).
- Reported transaction code: A = Award/Grant.
- RSUs: 189,724 units; vesting schedule — 34% at 1 year, then 16.5% at 18 months, 16.5% at 2 years, 16.5% at 30 months, and 16.5% at 3 years from grant.
- PSUs: 124,514 target units; final payout (0%–200% of target) will be determined after the performance period ending February 3, 2029 and is subject to continued employment through vesting; payout tied to the issuer’s 20‑day VWAP at period end.
- Acquisition price shown: $0 (these are compensation awards, not purchases).
- Shares owned after transaction: not specified in the provided filing.
Context These awards are a standard part of executive compensation aimed at retention and aligning pay with company performance. RSUs vest over time (time-based), while PSUs depend on future performance metrics and may result in more, fewer, or no shares at payout — so PSUs are not a guaranteed immediate share issuance. This filing does not indicate a market-directional purchase or sale by the insider.
Insider Transaction Report
- Award
Restricted Stock Unit
[F1]2026-02-17+189,724→ 189,724 total→ Class A Common Stock (189,724 underlying) - Award
Performance Stock Unit
[F2]2026-02-17+124,514→ 124,514 total→ Class A Common Stock (124,514 underlying)
Footnotes (2)
- [F1]Represents 189,724 restricted stock units ("RSUs") granted to the Reporting Person under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan") on February 17, 2026 (the "Grant Date"). Each RSU represents the right to receive one share of Class A common stock of the Issuer or the cash value thereof. The RSUs 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.
- [F2]Represents the target number of performance stock units ("PSUs") granted under the 2021 Plan. 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 February 3, 2029, based on the Issuer's 20-day volume weighted average trading price at the end of the performance period and subject to continued employment through the vesting date.