Insana Giovanni 4

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.