Venezia Patrick J 4
4 · Petco Health & Wellness Company, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Petco (WOOF) CRO Patrick J. Venezia Receives Equity Award
What Happened Patrick J. Venezia, Petco Health & Wellness Company’s Chief Revenue Officer, received equity awards on February 17, 2026: 355,732 restricted stock units (RSUs) and 233,464 target performance stock units (PSUs). Both grants were reported as derivative awards with an acquisition price of $0.00 per unit (i.e., no cash purchase). RSUs convert into one share of Class A common stock (or cash) upon vesting; PSUs pay out in shares (or cash) from 0% to 200% of target depending on performance.
Key Details
- Transaction date and filing: Grants dated Feb 17, 2026; Form 4 filed Feb 19, 2026. No indication in the filing that it was late.
- RSUs: 355,732 RSUs; vesting schedule — 34% on the 1st anniversary, then four tranches of 16.5% at 18 months, 2 years, 30 months, and 3 years after the grant date.
- PSUs: 233,464 target PSUs; performance period ends Feb 3, 2029; payout 0%–200% of target based on the issuer’s 20-day VWAP at the end of the period and subject to continued employment through vesting.
- Price and value: Acquisition price reported as $0.00 (compensation grant). No immediate cash exchanged.
- Shares owned after the transaction: Not specified in this filing.
Context These awards are compensation grants (derivative awards), common for senior executives and do not reflect an open-market purchase or sale. RSUs vest over time, while PSUs are performance-based and may result in more or fewer shares depending on future stock-price performance and employment; they should be viewed as long-term incentive compensation rather than an immediate bullish purchase signal.
Insider Transaction Report
- Award
Restricted Stock Unit
[F1]2026-02-17+355,732→ 355,732 total→ Class A Common Stock (355,732 underlying) - Award
Performance Stock Unit
[F2]2026-02-17+233,464→ 233,464 total→ Class A Common Stock (233,464 underlying)
Footnotes (2)
- [F1]Represents 355,732 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.