Venezia Patrick J 4

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.