Romanko Michael 4

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.