Romanko Michael 4

4 · Petco Health & Wellness Company, Inc. · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Petco (WOOF) Chief Customer & Product Officer Michael Romanko Receives Award

What Happened

Michael Romanko, Petco's Chief Customer and Product Officer, received equity awards on February 17, 2026. The filing shows grants of 711,463 restricted stock units (RSUs) and 466,927 target performance stock units (PSUs). Both awards are reported as derivative grants at $0.00 per share (grant/award code A).

Key Details

Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (appears timely).
RSUs: 711,463 units. Each RSU converts to one share (or cash equivalent) and vests over three years: 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. (Footnote F1)
PSUs: 466,927 target units. Payout range is 0%–200% of target based on performance through a period ending February 3, 2029; final payout depends on the 20-day VWAP at the end of the period and continued employment. (Footnote F2)
Shares owned after the transaction: not disclosed in the provided filing excerpt.
Other: Exhibit 24.1 Power of Attorney referenced.

Context

These are equity awards (not open-market purchases or sales). RSUs vest over time (time-based retention awards); PSUs are performance-based and may pay out more or less than target (0–200%) depending on results at the end of the performance period. Awards at grant price $0.00 are standard reporting for stock-based compensation and do not indicate an open-market purchase or sale.

Form 4

Period: 2026-02-17

See Remarks

Transactions

Award
Restricted Stock Unit
[F1]
2026-02-17+711,463→ 711,463 total
→ Class A Common Stock (711,463 underlying)
Award
Performance Stock Unit
[F2]
2026-02-17+466,927→ 466,927 total
→ Class A Common Stock (466,927 underlying)

Footnotes (2)

[F1]Represents 711,463 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.

Signature

/s/ Giovanni Insana, as Attorney-in-Fact|2026-02-19

2 files