DEF 14A of Petco Health & Wellness Company, Inc., May 14, 2026

DEF 14A of Petco Health & Wellness Company, Inc.

Filed May 14, 2026 · FY20250001826470-26-000040

Open on EDGAR

  1. TABLE OF CONTENTS

    | PAY VS. PERFORMANCE DISCLOSURE | 44 | | Financial Performance Measures | 45 | | Analysis of the Information Presented in the Pay versus Performance Table | 46 | | EQUITY COMPENSATION PLAN INFORMATION | 47 | | PROPOSAL 2—NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 48 | | PROPOSAL 3—APPROVAL OF SECOND Amendment to THE COMPANY’S 2021 Equity Incentive Plan | 49 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 56 | | Principal Accountant Fees and Services | 56 | | Pre-Approval of Audit and Non-Audit Services Policy | 56 | | AUDIT COMMITTEE REPORT | 57 | | PROPOSAL 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 58 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 59 | | Procedures for Review, Approval, and Ratification of Related Person Transactions | 59 | | Related Person Transactions | 59 | | BENEFICIAL OWNERSHIP OF SECURITIES | 61 | | QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING | 63 | | OTHER MATTERS | 66 | | Other Business | 66 | | Submission of Stockholder Proposals for the 2027 Annual Meeting | 66 | | Householding Information | 66 | | Where You Can Find More Information | 66 | | Appendix A | A-1 |

  2. NOMINEES STANDING FOR ELECTION AS CLASS III DIRECTORS AT THE ANNUAL MEETING

    NOMINEES STANDING FOR ELECTION AS CLASS III DIRECTORS AT THE ANNUAL MEETING

  3. For a three-year term expiring at the 2029 Annual Meeting of Stockholders

    | Joel Anderson | | | | Joel Anderson has served as our Chief Executive Officer and a member of our board of directors since July 2024. Mr. Anderson is a highly accomplished retail leader with over 30 years of industry experience and a proven track record of value creation as a public company Chief Executive Officer. He brings deep operational discipline, merchandising skills, and branding expertise and has a passion for leadership development while building strong cultural tenets. Most recently, Mr. Anderson served as the Chief Executive Officer of Five Below, Inc., a publicly traded retail company, from 2015 to 2024. As Chief Executive Officer of Five Below, Joel was responsible for guiding the company’s strategic growth—overseeing expansion of the store footprint, driving significant revenue increases, launching and scaling e-commerce, optimizing operations, and expanding into new product categories. Mr. Anderson previously served as the President and Chief Executive Officer of Walmart.com, an online shopping platform for the retail corporation, from 2011 to 2014, and before that as divisional Senior Vice President of the Northern Plains division of Walmart stores, overseeing over 100,000 associates and more than $25 billion in annual sales. Mr. Anderson currently serves as a director and chairperson of the compensation committee of Sprouts Farmers Market, a supermarket chain. He holds a bachelor’s degree from St. Olaf College and a master’s degree in business administration from Harvard Business School. His extensive experience in retail and as a public company executive qualifies him to serve on our board of directors. | | Board Member Since: 2024 Age: 61 Board Committees: None | |

  4. For a three-year term expiring at the 2029 Annual Meeting of Stockholders

    | Gary Briggs | | | | | | Gary Briggs has served as a member of our board of directors since 2018 and is currently Senior Advisor, Marketing at OpenAI, an AI research and deployment company. Mr. Briggs served as the Senior Advisor, Paid Media, Harris for President from July 2024 to November 2024. He also serves on the board of directors of Etsy, an online marketplace, Combe, Inc., a personal-care company, and Omaze, a private London based company that raises funds for charities. He served on the board of directors of Afterpay, a financial technology company, from January 2020 to January 2022 until it was acquired by Block, Inc., and as Chairman at Hawkfish, a data and technology firm, from September 2019 to May 2021. Between 2013 and 2018, Mr. Briggs served as the Chief Marketing Officer of Meta Platforms, Inc. (formerly Facebook, Inc.). Prior to joining Meta, he served in various leadership roles at Google Inc. Before then, he held a number of marketing and general management leadership roles at eBay Inc., PayPal, Inc., PepsiCo, Inc., and IBM Corp. Earlier in his career, he was a management consultant with McKinsey and Company. He holds a bachelor’s degree from Brown University and a master’s degree from the Kellogg School of Management at Northwestern University. His extensive experience in marketing and brand management qualifies him to serve on our board of directors. | | Board Member Since: 2018 Age: 63 Board Committees: | | | | | Nominating and Corporate Governance Chairperson | | | | Audit | |

  5. For a three-year term expiring at the 2029 Annual Meeting of Stockholders

    | Nishad Chande | | | | | | Nishad Chande has served as a member of our board of directors since 2016. He is Partner, U.S. Head of Consumer and Co-Head of Business Services at CVC, one of our Sponsors, which he joined in 2016. Prior to joining CVC, he worked at Centre Partners, a private equity firm, from 2005 to 2016, Bain & Company, a global management consulting firm, from 2003 to 2005, Raymond James Capital, an independent investment bank and financial services company, from 1999 to 2001, and Schroders, an asset management company, from 1997 to 1999. Mr. Chande previously served on the board of directors of BJ’s Wholesale Club Holdings, Inc., a membership-only warehouse club operator. Mr. Chande holds a bachelor’s degree in economics and mathematics from Dartmouth College and a master’s in business administration degree from the Wharton School at the University of Pennsylvania. His experience across multiple industries qualifies him to serve on our board of directors. | | Board Member Since: 2016 Age: 51 Board Committees: | | | | | Nominating and Corporate Governance | | | | Compensation | |

  6. For a three-year term expiring at the 2029 Annual Meeting of Stockholders

    | Mary Sullivan | | | | | | Mary Sullivan has served as a member of our board of directors since 2021. Ms. Sullivan is Senior Managing Director & Chief Talent Officer at CPP Investments, one of our Sponsors, which she joined in 2015 and where she currently is responsible for talent acquisition, organizational development, international mobility, compensation and benefits, and inclusion and diversity. Prior to joining CPP Investments, Ms. Sullivan was Senior Vice President, People at Holt, Renfrew & Co., a Canadian luxury department store chain, from 2014 to 2015, where she was responsible for the Human Resources function. From 2007 to 2014, she worked at Four Seasons Hotels and Resorts, a luxury hospitality company, ending her tenure at the company in the role of Senior Vice President, Corporate Human Resources. She also spent seven years as a leader of the Human Resources function at IMAX Corporation, an entertainment technology company, ending as Senior Vice President of Human Resources. Ms. Sullivan holds a bachelor’s degree in administrative and commercial studies from the University of Western Ontario and a master’s degree in business administration from the Rotman School of Management at the University of Toronto. Her experience in leadership roles across the retail and hospitality industries qualifies her to serve on our board of directors. | | Board Member Since: 2021 Age: 62 Board Committees: | | | | | Compensation | |

  7. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL

    CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL

  8. THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Cameron Breitner | | | | | | Cameron Breitner has served as a member of our board of directors since 2016. From February 2024 to December 2025, Mr. Breitner served as a Senior Advisor at CVC, one of our Sponsors. Previously, he was a Managing Partner at CVC, having served as a senior executive at the firm from 2007 until February 2024, where he served as the head of CVC’s San Francisco office and shared responsibility for overseeing CVC’s North and South American Private Equity activities. Prior to joining CVC, Mr. Breitner was a Managing Director at Centre Partners, a private equity firm, where he worked from 1998 to 2007. Prior to Centre Partners, he worked in mergers and acquisitions at Bowles Hollowell Conner & Co., an investment banking firm. Mr. Breitner previously served on the board of directors of Advantage Solutions Inc., a leading business solutions provider to consumer goods manufacturers and retailers, Worldwide Express/GlobalTranz, a third-party logistics provider, CFGI, a financial and accounting advisory firm, BJ’s Wholesale Club Holdings, Inc., a membership-only warehouse club operator, Asplundh, a vegetation management and infrastructure services company, Teneo, a global advisory firm, and many other public and private companies. Mr. Breitner received a bachelor’s degree in psychology from Duke University. His retail industry experience qualifies him to serve on our board of directors. | | Board Member Since: 2016 Age: 51 Board Committees: | | | | | Audit Chairperson | |

  9. THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Glenn Murphy | | | | Glenn Murphy served as Executive Chairman of our board of directors from May 2024 to February 2026 when he transitioned to his current position as Chairman of our board of directors. He founded FIS Holdings Ltd., a consumer-focused investment firm, in 2016 and serves as its Chief Executive Officer. Prior to FIS Holdings, Mr. Murphy served as Chairman and Chief Executive Officer of Gap, Inc. from 2007 until 2014. Prior to that, he served as Chairman and Chief Executive Officer of Shoppers Drug Mart Corporation, a leading health and beauty retailer, from 2001 to 2007. Mr. Murphy started his career at Loblaw Companies, a Canadian grocery company, where he spent 14 years in various leadership roles. Mr. Murphy also serves as the Executive Chair of the board of Wella Company, a global leader in the beauty industry. He previously served as Executive Chair and then Chairman of the board of directors of Lululemon Athletica, Inc. Mr. Murphy holds a bachelor’s degree from the University of Western Ontario. His extensive global retail experience, which includes a track record of strategic and operational leadership across major retail brands, qualifies him to serve on our board of directors. | | Board Member Since: 2024 Age: 64 Board Committees: None | |

  10. THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Iris Yen | | | | | | Iris Yen has served as a member of our board of directors since June 2023. She also served as an Observer and Advisor to the board of directors from December 2021 to June 2023. Ms. Yen is Chief Strategy and Transformation Officer at Wella Company, a global leader in the beauty industry, which she joined in September 2023. She previously served as Vice President, Global Technology North America at NIKE, Inc., an athletic footwear and apparel corporation, from June 2022 to September 2023. In that role, she led engineering, architecture, product management, and program management for Nike’s largest geography. Prior to that, Ms. Yen served as Vice President, Global Nike Direct Digital Commerce from July 2020 to June 2022, and as Vice President of Greater China Nike Direct Digital Commerce from March 2019 to July 2020. She joined Nike in 2016 as Global Vice President of Strategy from Gap Inc., where she held multiple leadership roles over 13 years, including serving as Gap’s Vice President of Corporate Strategy. Ms. Yen has also served on the Nike Foundation’s Board and Gap’s Political Action Committee, acted as the executive sponsor of Nike’s and Gap’s Asian-American networks, and is a Stanford Women on Boards member. She holds a bachelor’s degree from Brown University and a master’s degree in business administration from the Stanford Graduate School of Business. Her public company, digital and global retail industry experience qualifies her to serve on our board of directors. | | Board Member Since: 2023 Age: 54 Board Committees: | | | | | Audit | |

  11. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL

    CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL

  12. THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | R. Michael (Mike) Mohan | | | | Board Member Since: 2021 Age: 58 Board Committees: | | Mike Mohan has served as a member of our board of directors since March 2021. He previously served as Petco’s Interim Chief Executive Officer from March 2024 to July 2024 and as Lead Independent Director from July 2021 to March 2024. Prior to joining Petco, Mr. Mohan served as President and Chief Operating Officer of Best Buy Co., Inc., a consumer electronics retailer, from June 2019 to July 2021, where he was responsible for the operations of the company’s U.S. and International businesses. From 2004 to June 2019, he served in various leadership roles at Best Buy, overseeing services, customer experience, category management, merchandising, marketing, and supply chain functions. Prior to joining Best Buy, Mr. Mohan was Vice President and General Merchandising Manager for Good Guys, an audio-video specialty retailer. Mr. Mohan also previously worked at Future Shop in Canada from 1988 to 1997, prior to Best Buy’s acquisition of the company, where he served in various merchandising roles. Mr. Mohan also serves as Chairman of the board of directors of Bloomin’ Brands, Inc., a casual dining restaurant company, and serves on the board of directors of Jackson Family Wines, a family-run wine company. He also served on the board of directors of VIZIO Holding Corp., a consumer electronics company, from February 2023 to December 2024 when VIZIO was acquired by Walmart. His extensive retail industry and management experience, coupled with his digital marketing acumen, qualifies him to serve on our board of directors. | | | Compensation Chairperson | |

  13. THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | David Lubek | | | | | | David Lubek has served as a member of our board of directors since June 2023. Mr. Lubek is Managing Director, Direct Private Equity at CPP Investments, one of our Sponsors, which he joined in 2008. Prior to joining CPP Investments, Mr. Lubek worked at CIBC World Markets, the investment banking division of the Canadian Imperial Bank of Commerce, in the Mergers and Acquisitions investment banking group. Mr. Lubek also currently serves on the board of directors of Qualtrics, an experience management software company, and NEOGOV, an AI-enabled government software company. Mr. Lubek holds a bachelor’s degree in business administration from York University and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. His experience across multiple industries qualifies him to serve on our board of directors. | | Board Member Since: 2023 Age: 46 Board Committees: | | | | | Nominating and Corporate Governance | |

  14. THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | Christopher J. Stadler | | | | Christopher Stadler has served as a member of our board of directors since 2016. He is a Managing Partner at CVC, one of our Sponsors, which he joined in 2007. He co-chairs CVC's Sustainability Committee and Chairs their Philanthropic Committee. Prior to joining CVC, he worked for Investcorp, a global investment manager, as Head of Private Equity, North America after joining as Managing Director in 1996. Mr. Stadler previously served on the board of directors of BJ’s Wholesale Club Holdings, Inc., a membership-only warehouse club operator. He holds a bachelor’s degree in economics from Drew University and a master’s degree in business administration from Columbia University. His experience across multiple industries qualifies him to serve on our board of directors. | | Board Member Since: 2016 Age: 61 Board Committees: None | |

  15. Fiscal Year 2025 Director Compensation

    Fiscal Year 2025 Director Compensation Under our director compensation program, members of our board of directors who are not employees or officers of Petco, our Principal Stockholders, CVC, CPP Investments, or their respective affiliates are eligible to receive the following: • Annual cash retainer of $100,000 (increased from $90,000 effective as of June 4, 2025); • Cash fee of $35,000 for service as chairperson, or $15,000 (increased from $10,000 effective as of June 4, 2025) for service other than as chairperson, of our audit committee; • Cash fee of $25,000 for service as chairperson, or $10,000 for service other than as chairperson, of our compensation committee; • Cash fee of $20,000 for service as chairperson, or $7,500 for service other than chairperson, of our nominating and corporate governance committee; • Cash fee of $150,000 for service as the non-executive chair of our board of directors; • Cash fee of $50,000 for service as the lead independent director of our board of directors; and • Annual equity grant of restricted stock units (“RSUs”) under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the “2021 Plan”) with a value of approximately $165,000, subject to cliff vesting on the earlier to occur of (i) the first anniversary of the grant date or (ii) the day of the next annual meeting of stockholders. In addition, our director compensation program provides each director with reimbursement for reasonable travel and expenses incurred in attending meetings and activities of our board of directors and its committees. In accordance with our director compensation program, in July 2025, each eligible member of our board of directors received an annual grant of 43,422 RSUs, which will vest on the earlier to occur of (i) the first anniversary of the Grant Date or (ii) on the date of the Annual Meeting. Mr. Murphy was employed as our Executive Chairman of the Board during fiscal 2025. Effective February 1, 2026, he was appointed as our Chairman of the Board, in a non-employee capacity. During fiscal 2025, Mr. Murphy received an annual base salary of $250,000 and an annual target bonus equal to 100% of his base salary. In connection with his initial appointment in 2024, Mr. Murphy received a grant of equity awards in 2024 that were intended to compensate him for a multi-year term as Executive Chairman; accordingly, Mr. Murphy did not receive any annual equity awards in fiscal 2025. In connection with his transition to a non-employee director, Mr. Murphy and the Company entered into a transition agreement, pursuant to which Mr. Murphy received a lump sum payment of $9,615 as statutory pay required by applicable law in accordance with the terms of his offer letter and remained eligible to receive his fiscal 2025 annual bonus, payable at the time annual bonuses are paid to the Company’s executive officers.

  16. Fiscal Year 2025 Director Compensation

    | 20 | | 2026 Proxy Statement |

  17. Fiscal Year 2025 Director Compensation

    The table below describes the compensation provided to our eligible directors in fiscal 2025. Mr. Anderson was not separately compensated for his service on our board of directors and Ms. Simmons served as a director until she was appointed as our Chief Financial Officer effective February 17, 2025; their fiscal 2025 compensation (including compensation received by Ms. Simmons for her director services during fiscal 2025) are described under “Executive Compensation— Executive Compensation Tables—Summary Compensation Table” below.

  18. Fiscal Year 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Gary Briggs | $129,972 | $165,004 | $— | $— | $294,976 | | Nishad Chande (3) | $— | $— | $— | $— | $— | | Christy Lake (4) | $48,929 | $— | $— | $— | $48,929 | | David Lubek (3) | $— | $— | $— | $— | $— | | Christopher J. Stadler (3) | $— | $— | $— | $— | $— | | Mary Sullivan (3) | $— | $— | $— | $— | $— | | Iris Yen | $109,972 | $165,004 | $— | $— | $274,976 | | Cameron Breitner | $137,539 | $165,004 | $— | $— | $302,543 | | R. Michael Mohan | $114,299 | $165,004 | $— | $— | $279,303 | | Glenn Murphy (5) | $— | $— | $348,718 | $250,000 | $598,718 |

  19. Fiscal Year 2025 Director Compensation

    Amounts reported represent the annual cash fees earned by each independent, non-employee director in fiscal 2025, pro-rated for any partial years of service (including partial years of service on committees or as chairperson). (2) Amounts in this column represent the aggregate grant date fair value of the annual RSUs granted to each eligible director during fiscal 2025, calculated in accordance with FASB ASC Topic 718 based on the $3.80 closing price of our Class A common stock on July 24, 2025, the date of grant. For additional information regarding the assumptions underlying this calculation, please read Note [11]—Stockholders’ Equity to our consolidated financial statements for the fiscal year ended January 31, 2026, located in our Annual Report on Form 10-K for such fiscal year. As of January 31, 2026, Mr. Briggs held 1,500,000 Common Series C Units in Scooby LP, our indirect parent (the “C Units”) originally granted in 2018 with a distribution threshold of $0.50, which are generally subject to the same terms as the C Units granted prior to our initial public offering to certain of our Named Executive Officers. Additionally, as of January 31, 2026, each director held the following unvested RSUs: Mr. Breitner: 43,422 Mr. Briggs: 43,422; Mr. Mohan: 43,422; and Ms. Yen: 43,422, and Mr. Murphy held 416,669 restricted shares of Class A common stock. (3) These directors are not eligible for compensation under our director compensation program and did not receive any compensation from us during fiscal 2025. (4) Ms. Lake resigned from the Board of Directors effective as of the 2025 annual meeting of stockholders. Mr. Murphy was employed as our Executive Chairman of the Board until February 1, 2026 when he was appointed as our Chairman of the Board, in a non-employee capacity. Amounts in this row reflect Mr. Murphy's base salary of $250,000 earned in fiscal 2025. Mr. Murphy's fiscal 2025 base salary and non-equity incentive compensation was converted to CAD for purposes of payment at a rate of $1.36 per USD. Mr. Murphy's accrued paid time off payout and statutory payment, received in connection with his transition to a non-employee director are not included because such transition occurred in fiscal 2026.

  20. Fiscal Year 2025 Director Compensation

    | 2026 Proxy Statement | | 21 |

  21. Petco Love

    Petco Love Petco Love is a nonprofit organization working to change lives by making communities and pet families closer, stronger, and healthier. It is an independent 501(c)(3) nonprofit organization supported by contributions from us, Petco customers, and corporate partners. Since its founding in 1999, Petco Love has inspired and empowered animal welfare organizations to make a difference, investing over $430 million in adoption and medical care programs, reuniting lost pets, spay/neuter services, pet cancer research, service and therapy animals, and numerous other lifesaving initiatives. Through the Think Adoption First program, Petco Love partners with our pet care centers and animal welfare organizations across the country to

  22. Petco Love

    | 22 | | 2026 Proxy Statement |

  23. Petco Love

    increase pet adoptions, helping more than 7 million pets to date find their new loving families. In April 2021, Petco Love launched Petco Love Lost, a searchable database that uses facial recognition technology to help reunite lost pets with their families should they ever go missing. At the end of fiscal 2025, more 3,300 animal welfare organizations and pet industry partners across the U.S. have adopted the platform, and Petco Love Lost has helped return over 200,000 pets to their loving homes. Launched in August 2021, Petco Love’s Vaccinated and Loved initiative provides free pet vaccines to its partners. In fiscal 2025 Petco love reached its commitment of distributing 4 million free vaccines to under-resourced communities. Providing these much-needed vaccinations is something Petco Love believes gives more pets the best chance to live long and healthy lives.

  24. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS There are four Class III directors whose term of office expires at the Annual Meeting. Our nominating and corporate governance committee has recommended, and our board has approved, each of Joel Anderson, Nishad Chande, Gary Briggs, and Mary Sullivan as nominees for election as Class III directors at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve for a three-year term until the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation, removal, retirement, or disqualification. Information concerning these nominees and other continuing directors appears under “—Composition of the Board of Directors” above. Each of the nominees has consented to serve as a director, if elected, and all of the nominees are currently serving on our board of directors. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by our board, or alternatively, our board may leave a vacancy on our board or reduce the size of our board.

  25. PROPOSAL 1—ELECTION OF DIRECTORS

    | FOR ALL | OUR BOARD, UPON RECOMMENDATION OF OUR NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES NAMED ABOVE. |

  26. PROPOSAL 1—ELECTION OF DIRECTORS

    | 24 | | 2026 Proxy Statement |

  27. Use of Compensation Consultants

    Use of Compensation Consultants During fiscal 2025, the compensation committee engaged Exequity as its independent compensation consultant. Exequity assisted the compensation committee in designing the executive compensation program for fiscal 2025, which included review and recommendations regarding our 2025 Peer Group (as defined below), a review and analysis of our executive compensation levels and practices relative to the 2025 Peer Group, a review and analysis of remuneration for our board of directors, and recommendations regarding the design of fiscal 2025 short-term and long-term compensation. Other than its services as independent compensation consultant, Exequity did not provide any other services to us during fiscal 2025. After taking into consideration the factors listed in Nasdaq Listing Rule 5605(d)(3)(D), the compensation committee concluded that there are no conflicts of interest with respect to the engagement of Exequity by the compensation committee.

  28. Use of Compensation Consultants

    | 2026 Proxy Statement | | 27 |

  29. Peer Group

    Peer Group For fiscal 2025, the compensation committee, with the assistance of Exequity, reviewed our peer group and approved two replacement peers so that our peer group continues to reflect companies in similar industries with comparable revenues, EBITDA, enterprise values, and enterprise value-to-EBITDA ratios, and with whom we may compete for talent (the “Peer Group”). In determining appropriate compensation opportunities for our NEOs, the compensation committee reviewed competitive market data provided by Exequity regarding the compensation practices of our Peer Group. The compensation committee decided to replace RH and National Vision Holdings, Inc. with Chewy, Inc. and Bath & Body Works Inc. The adjustments to our Peer Group were made as a part of our annual Peer Group assessment cycle and increased alignment between the Company's and our Peer Group's industry and size. With these updates, the following 15 companies comprised our Peer Group for purposes of our fiscal 2025 compensation decisions:

  30. Peer Group

    | Academy Sports and Outdoors, Inc. | Central Garden & Pet Company | Sally Beauty Holdings, Inc. | | Advance Auto Parts, Inc. | Chewy, Inc. | Sprouts Farmers Market, Inc. | | American Eagle Outfitters, Inc. | DICK’s Sporting Goods, Inc. | Tractor Supply Company | | Bath & Body Works, Inc. | Foot Locker, Inc. | Ulta Beauty, Inc. | | Casey’s General Stores, Inc. | PriceSmart, Inc. | Williams-Sonoma, Inc. |

  31. Internal Pay Equity and Other Factors

    Internal Pay Equity and Other Factors In setting base salaries, annual short-term cash incentives, and long-term equity incentives, our compensation committee, in collaboration with the CEO, considers factors such as internal pay equity, the capabilities and expertise of each executive, relative responsibilities among members of our executive team, individual contributions by each executive, and business conditions. For elements of compensation other than total direct compensation, such as severance and change in control benefits, our compensation committee has relied on information provided by Exequity, Peer Group compensation practices, and its own business experience and familiarity with market conditions in determining the appropriate level of benefits for our NEOs.

  32. Base Salary

    Base Salary We pay our NEOs a base salary to provide them with a fixed, base level of compensation commensurate with the executive’s skills, competencies, experience, contributions, and performance, as well as a general review of market compensation. Base salaries are reviewed annually, and the compensation committee makes adjustments to reflect individual and Petco performance as well as any survey and peer group data provided by Exequity. Our CEO and our Chief Human Resources Officer made recommendations to our compensation committee regarding 2025 base salary adjustments for our executive officers (except with respect to their own salaries), and our Executive Chairman made recommendations to our compensation committee regarding the base salary for Mr. Anderson. These recommendations are generally based upon the executive’s sustained performance, leadership and contribution to Petco performance, internal pay equity considerations, and survey data. Our compensation committee takes all of these factors into account when making its decisions on base salaries but does not assign specific weight to any one factor. In addition to the annual base salary review, our compensation committee may also adjust base salaries at other times during the year in connection with promotions, increased responsibilities, or to maintain competitiveness in the market. During fiscal 2025, after the completion of internal and external pay benchmarking, the compensation committee increased Ms. May's annual base salary from $625,000 to $650,000, effective March 2, 2025, and no changes were made to any other NEOs' base salaries at that time. The base salaries for Ms. Simmons and Mr. Romanko were set in connection with their respective appointments following consideration of their experience and responsibilities and the practices of our Peer Group.

  33. Annual Cash Incentive Program

    Annual Cash Incentive Program A hallmark of our compensation philosophy has been the belief that annual cash incentives should be based upon actual performance measured against specified key business and financial metrics. Our compensation committee adopts performance measures that are intended to drive performance against key business objectives and align with market practices of the Peer Group and public companies in general. Each of our NEOs participated in our annual incentive plan for fiscal 2025 (the “2025 AIP”) and was eligible to receive a target annual cash bonus equal to a percentage of his or her earned annual base salary. Our 2025 AIP maintained the same structure as our 2024 AIP except that the individual strategic goal (previously weighted at 20%) was replaced with a corporate Revenue metric weighted at 20%. The other metrics—Adjusted EBITDA weighted at 60% and Adjusted FCF weighted at 20%--remained unchanged from the 2024 AIP. Performance for each metric would be linearly interpolated up from the threshold (50%) to target and from target to maximum (200%). This combination of performance measures aligned each NEO’s annual cash incentive opportunity with the financial results of our company-wide business, and the addition of the Revenue metric for our 2025 AIP in place of the individual strategic goals metric reinforces the Company’s commitment towards growth. The target annual cash incentive opportunities for Ms. Simmons' and Messrs. Romanko and Stout were set at their time of hire. There were no changes to our other NEO's target annual incentive percentages in fiscal 2025. For fiscal 2025, the target annual cash incentive for each of our NEOs were as follows:

  34. Annual Cash Incentive Program

    | Name | Target Annual Cash Incentive (% of Base Salary) | | Joel Anderson | 150% | | Sabrina Simmons (1) | 100% | | Michael Romanko (1) | 100% | | Joe Venezia | 80% | | Holly May | 80% | | Brian LaRose (2) | 80% | | Jack Stout (2) | 80% |

  35. Annual Cash Incentive Program

    (1) Ms. Simmons' and Mr. Romanko's 2025 AIP awards were pro-rated for the portion of fiscal 2025 after they commenced employment. (2) The 2025 AIP awards for Messrs. LaRose and Stout were pro-rated based on their respective termination dates in accordance with their separation agreements, as described in more detail under “Potential Payments Upon Termination or Change in Control—Separation Agreements.” In establishing the threshold, target, and maximum performance level for each performance measure, our compensation committee established goals with the target level requiring performance in excess of targeted performance in fiscal 2024 (for Adjusted EBITDA and Adjusted FCF) and actual performance in fiscal 2024 (for all measures). In 2025, our compensation committee approved an exclusion for certain tariff-related expenses from the Company's Adjusted EBITDA results. Tariff regulations were established after our 2025 budgeting cycle was complete. Management was able to moderate but not fully neutralize the impact of tariffs, due to their dynamic nature through the year. Our compensation committee determined that the exclusion was appropriate after reviewing the full-year impact of tariff regulations and taking into account management's actions throughout the year.

  36. Annual Cash Incentive Program

    | 2026 Proxy Statement | | 29 |

  37. Annual Cash Incentive Program

    The following chart shows the threshold, target, and maximum performance levels for each financial performance measure and our fiscal 2025 achievement.

  38. Annual Cash Incentive Program

    | Financial Performance Measures | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | Weighted Payout | | Adjusted EBITDA ($M) (1) | 60% | $403.8 | $425.1 | $459.1 | $428.2 | 65.5% | | Adjusted Free Cash Flow ($M) (2) | 20% | $95.7 | $119.6 | $143.5 | $187.0 | 40.0% | | Revenue ($M) | 20% | $5,985.3 | $6,234.7 | $6,390.6 | $5,961.5 | 0.0% | | | | | | | Total Payout | 105.5% |

  39. Annual Cash Incentive Program

    Non-GAAP measure calculated as our net income, adjusted for the following items: interest expense, income tax benefit or expense, depreciation and amortization, loss on partial extinguishment of debt, goodwill and asset impairment, equity-based compensation expense, other non-operating income or loss, investment and joint venture income, and other costs (restructuring costs, severance expenses, business divestiture costs, and certain non-ordinary course legal matters). This definition is intended to align with the Company’s Adjusted EBITDA as reported in our Annual Report Form 10-K. Actual Performance for fiscal year 2025 includes an exclusion for certain tariff-related expenses. (2) Non-GAAP measure reflecting how much cash Petco generates, calculated as net cash provided by operating activities less severance and cash paid for fixed assets. The compensation committee chose not to exclude severance expenses from the final results. The resulting performance aligns with the Company’s Free Cash Flow as reported in our Annual Report Form 10-K. Accordingly, our NEOs received the following payouts under the 2025 AIP:

  40. Annual Cash Incentive Program

    | Name | Target Bonus (1) | Payout Percentage | 2025 AIP Payout | | Joel Anderson | $1,950,000 | 105.5% | $2,056,997 | | Sabrina Simmons | $807,693 | 105.5% | $852,011 | | Michael Romanko | $791,539 | 105.5% | $834,971 | | Joe Venezia | $560,000 | 105.5% | $590,727 | | Holly May | $518,462 | 105.5% | $546,910 | | Brian LaRose | $23,077 | 105.5% | $24,343 | | Jack Stout | $400,000 | 105.5% | $421,948 |

  41. Annual Cash Incentive Program

    (1) Target bonuses reflected herein are pro-rated for pay changes and the portion of fiscal 2025 in which such NEO was employed.

  42. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Fiscal 2025 Annual Awards In March 2025, each of our NEOs (other than Mr. LaRose, who did not receive any equity awards in 2025 on account of his transition and termination of employment, and Mr. Romanko, who received the initial equity awards described below in lieu of an annual equity award) received an annual equity award comprised 50% of RSUs, 25% of PSUs, and 25% of non-qualified stock options (“NQSOs”). The compensation committee determined to grant stock options as a part of the 2025 annual equity awards to further reinforce stock price performance, as stock options will only have value if the price of our shares increase following the grant date. RSUs and NQSOs: The 2025 time-based RSUs and NQSOs vest as to 34% on the first anniversary of the date of grant and 16.5% at the end of each six-month period thereafter through the third anniversary of the date of grant. PSUs: The 2025 annual PSUs will cliff vest following the completion of a performance period covering fiscal years 2025, 2026 and 2027, based on the achievement of three-year absolute total shareholder return (“TSR”) and subject to the NEO’s continued employment through the compensation committee’s certification of such performance. The absolute TSR multiple under the 2025 PSUs is measured by dividing our 10-day volume weighted average trading price ending on the last day of the performance period (plus reinvested dividends, if any) by the greater of our 10-day volume weighted average trading price ending on the grant date and $4.00, with the performance level and resulting payout percentage determined in accordance with the following table (linearly interpolated below the levels set forth below). Petco’s closing stock price on the date of the grant was $2.46, and the $4.00 measurement price reflects a premium to that amount.

  43. Long-Term Equity Incentive Compensation

    | Performance Level | Absolute TSR | | Payout Percentage | | Below Threshold | Below | 175% | 0% | | Threshold | | 175% | 50% | | Target | | 250% | 100% | | Maximum | | 300% | 200% |

  44. Long-Term Equity Incentive Compensation

    | 30 | | 2026 Proxy Statement |

  45. Long-Term Equity Incentive Compensation

    The table below sets forth the target 2025 annual long-term equity award value and the number of RSUs, target PSUs, and NQSOs granted to the NEOs (other than Mr. LaRose and Mr. Romanko) in March 2025:

  46. Long-Term Equity Incentive Compensation

    | Name | 2025 Target Equity Award | 2025 RSUs | 2025 PSUs (At Target) | 2025 NQSOs (1) | | Joel Anderson | $8,500,000 | 1,727,643 | 1,101,037 | 1,336,478 | | Sabrina Simmons | $2,000,000 | 406,505 | 259,068 | 314,466 | | Joe Venezia | $1,000,000 | 223,578 | 142,488 | 172,956 | | Holly May | $750,000 | 152,440 | 97,151 | 117,925 | | Jack Stout (2) | $1,000,000 | 203,253 | 129,534 | 157,233 |

  47. Long-Term Equity Incentive Compensation

    The exercise price of the NQSOs is $2.46, which is equal to our closing stock price on the grant date. (2) Mr. Stout’s equity awards were forfeited in connection with his termination of employment effective November 29, 2025. CEO PSU Awards 2025 Transformation PSUs. In addition to the annual 2025 PSU award, the compensation committee and the Board determined to grant Mr. Anderson an additional PSU award to emphasize our focus on certain financial metrics (the “Transformation PSUs”). The Transformation PSUs are intended to catalyze the Company’s strategic transformation by (i) focusing decision-making on initiatives that drive long-term, sustainable revenue growth, and (ii) increasing alignment with shareholder outcomes, with no payout unless threshold performance goals are met. The award is eligible to vest from 0% to 250% of the target number of PSUs granted based on meeting certain average comparable store sales growth over fiscal 2027 and 2028. Adjustment to 2024 PSUs. In connection with his appointment as CEO in 2024, Mr. Anderson was granted an initial PSU award that is eligible to vest following a three-year performance period ending January 29, 2028 (i.e., covering fiscal 2025, 2026, and 2027), subject to the Company’s achievement of a three-year cumulative Adjusted EBITDA goal. A portion of the PSUs was also subject to an Adjusted EBITDA gate, pursuant to which 10% of the target PSUs will be automatically forfeited if (i) the Company’s fiscal 2025 Adjusted EBITDA is less than a specified threshold, or (ii) the Company’s fiscal 2026 or fiscal 2027 Adjusted EBITDA does not exceed the Adjusted EBITDA in the immediately preceding fiscal year. The 2025 Adjusted EBITDA threshold was set at $475M, which reflected an aggressive target requiring significant year-over-year growth but did not contemplate the extraordinary impact of tariffs imposed during fiscal 2025 and the resulting economic uncertainty. Given such unexpected events, the board eliminated the fiscal 2025 Adjusted EBITDA threshold gate but did not otherwise make any adjustments to such award (including to the fiscal 2026 and fiscal 2027 thresholds or to the overall cumulative Adjusted EBITDA goal). Initial Equity Awards for Other NEOs In connection with Ms. Simmons' appointment as CFO, Ms. Simmons was granted an initial equity award of RSUs with a target award value of at least $2,500,000. In connection with Mr. Romanko's appointment as Chief Customer and Product Officer, Mr. Romanko was granted an initial equity award with a total target award value equal to at least $4,500,000, comprised of (i) $3,250,000 target grant value in the form of RSUs, (ii) $625,000 target grant value in the form of NQSOs, and (iii) $625,000 target grant value in the form of PSUs. Mr. Romanko’s initial equity award was intended to induce him to join the Company and align with the structure of our 2025 annual equity awards; thus, he did not receive any additional annual 2025 equity awards. These initial equity awards were also intended to provide the newly appointed NEOs with immediate alignment with shareholder interests. In connection with Mr. Stout’s appointment as Chief Merchandising Officer, Mr. Stout was granted an initial equity award of PSUs with a target award value of at least $1,000,000. The PSUs were eligible to vest from 0% to 150% of the target PSUs granted subject to the Company’s achievement of commercial excellence savings and vendor joint business plan goals during fiscal 2025. The PSUs were also subject to an additional time-based vesting period under which 50% of the earned PSUs would vest on March 4, 2026, 25% of the earned PSUs would vest on September 4, 2026, and 25% of the earned PSUs would vest on March 4, 2027. Mr. Stout’s employment was terminated without cause effective November 29, 2025 and such PSUs were forfeited in connection with his termination.

  48. Other Benefits and Perquisites

    Under the 401(k) plan, we make matching contributions, including for our NEOs, equal to 100% of the first 3% of compensation plus 50% of the next 2% of compensation that is contributed by each participating partner to the 401(k) plan, subject to certain limits under the Internal Revenue Code of 1986, as amended (the “Code”), which matching contributions are fully vested. All of our U.S. NEOs are also eligible to participate in our nonqualified deferred compensation plan, which is a non-tax-qualified retirement plan that provides eligible partners with an opportunity to defer a portion of their annual base salary and/or bonus. Under the nonqualified deferred compensation plan, we may make a discretionary matching contribution of 50% of an eligible partner’s contributions on the first 3% of base salary deferred (or, if the eligible partner is not yet eligible to participate in our 401(k) plan, the first 6% of base salary deferred) and on the first 6% of annual bonus deferred. The nonqualified deferred compensation plan is described further under “Executive Compensation Tables—Nonqualified Deferred Compensation” below. We believe that our retirement programs serve as an important tool to attract and retain our NEOs and other key partners. We also believe that offering the ability to create stable retirement savings encourages our NEOs and other key partners to make a long-term commitment to us. Severance Benefits We maintain the Petco Health and Wellness Company, Inc. Amended and Restated Executive Severance Plan (the “Executive Severance Plan”), which is described in more detail under “Potential Payments Upon Termination or Change in Control—Executive Severance Plan” below. The purpose of the Executive Severance Plan is to provide uniform severance benefits to eligible employees, which include each of the currently employed NEOs other than Mr. Anderson. The severance benefits provided for Mr. Anderson are set forth in his employment offer letter and are described in more detail under “Potential Payments Upon Termination or Change in Control” below. The Executive Severance Plan was amended and restated during fiscal 2025 to (i) change the cash severance payment from a lump sum payment to installment payments payable in accordance with our regular payroll practices, and (ii) change the lump sum COBRA premium payment to the Company’s continued payment of COBRA premiums during the severance period. The compensation committee and our board of directors believe the severance benefits offered under the Executive Severance Plan and employment offer letters aid in attracting and retaining experienced executives and reflect fair compensation in the event of a qualifying termination. Perquisites During fiscal 2025, we provided our NEOs with limited perquisites, including financial counseling services and wellness exams. We provide these limited perquisites to ensure our compensation program remains competitive with programs offered by companies for which we compete for talent. In March 2025, Mr. Romanko received a one-time cash relocation allowance payment of $150,000 to cover expenses associated with his relocation to San Diego, California, subject to repayment of up to 100% if he voluntarily resigns or is terminated for cause by the Company within two years. Ms. May was also provided housing assistance in fiscal 2025 associated with her maintenance of a residence in San Diego, as described in more detail under “Summary Compensation Table” below. 2021 Employee Stock Purchase Plan We also maintain the Petco Health and Wellness Company, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to encourage and enable our eligible partners to acquire a proprietary interest in us through the ownership of our Class A common stock. The ESPP, and the rights of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Code. Our NEOs are eligible to participate in the ESPP and purchase a limited number of shares of Class A common stock at a 15% discount, on the same basis as our other partners.

  49. Equity Award Grant Practices

    Equity Award Grant Practices Generally, the board of directors approves grants of annual equity awards to the NEOs with a grant date to be effective either in February, well in advance of our earnings release, or March following the filing of our Annual Report on Form 10-K, which are typically times when there is no material nonpublic information (MNPI). However, in connection with the appointment of new officers, the board of directors may approve grants to be effective at other times in connection with or shortly following the individual’s start date. During fiscal 2025, we did not time the disclosure of MNPI for the purpose of affecting the value of executive compensation. During fiscal 2025, we did not grant stock options to any NEOs in the period beginning four business days before, and ending one business day after, the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that discloses material nonpublic information.

  50. Fiscal 2026 Compensation Decisions

    Fiscal 2026 Compensation Decisions Our 2026 AIP has been updated with revised metrics and weightings. Each of our NEO’s annual cash bonus will be based on two corporate financial metrics (Adjusted EBITDA and Total Revenue). The Adjusted EBITDA metric is weighted at 60% of the total bonus payout, and the Total Revenue metric is weighted at 40% of the total payout. Performance for each metric will be linearly interpolated up from the threshold (50%) to target and from target to maximum (200%). For 2026, our compensation committee also recommended, and our board of directors approved, annual equity awards to our currently employed NEOs that were 60% time-based RSUs and 40% PSUs. Stock options were removed from the 2026 long-term equity incentive compensation program so that a higher portion of the award would be granted in PSUs. The time-based RSUs will vest on the same three-year vesting schedule applicable to RSUs granted during fiscal 2025 and the PSUs are eligible to become earned based on three-year absolute TSR performance through fiscal 2028.

  51. Summary Compensation Table

    Summary Compensation Table The table below sets forth the compensation earned by or granted to our NEOs during fiscal 2025, fiscal 2024, and fiscal 2023.

  52. Summary Compensation Table

    | Name and Position | Year | Salary (1) | Bonus | Stock Awards (2) | Option Awards (2) | Non-Equity Incentive Compensation | All Other Compensation (3) (4) | Total | | Joel Anderson | 2025 | $1,300,000 | $— | $8,875,004 | $2,125,000 | $2,056,997 | $9,906 | $14,366,907 | | Chief Executive Officer | 2024 | $675,000 | $— | $10,000,005 | $5,000,002 | $2,273,700 | $343,690 | $18,292,397 | | Sabrina Simmons | 2025 | $812,901 | $— | $4,000,006 | $500,001 | $852,011 | $6,693 | $6,171,611 | | Chief Financial Officer | | | | | | | | | | Michael Romanko | 2025 | $791,539 | $— | $3,875,003 | $625,000 | $834,971 | $151,508 | $6,278,022 | | Chief Product and Customer Officer | | | | | | | | | | Joe Venezia | 2025 | $700,000 | $— | $825,004 | $275,000 | $590,727 | $5,914 | $2,396,645 | | Chief Revenue Officer | 2024 | $148,077 | $200,000 | $1,500,001 | $— | $157,640 | $21,895 | $2,027,613 | | Holly May | 2025 | $648,077 | $— | $562,504 | $187,501 | $546,910 | $216,620 | $2,161,612 | | Chief Human Resources Officer | 2024 | $625,000 | $1,000,000 | $3,600,001 | — | $583,000 | $213,309 | $6,021,311 | | Brian LaRose | 2025 | $169,615 | $— | $— | $— | $24,343 | $765,503 | $959,461 | | Former Chief Financial Officer | 2024 | $700,000 | $400,000 | $1,148,345 | $— | $— | $669,152 | $2,917,497 | | | 2023 | $713,462 | $200,000 | $800,007 | $— | $— | $18,611 | $1,732,080 | | Jack Stout | 2025 | $500,000 | $— | $1,750,005 | $250,000 | $421,948 | $200,426 | $3,122,380 | | Former Chief Merchandising Officer | | | | | | | | |

  53. Summary Compensation Table

    (1) Ms. Simmons' salary column includes $5,208 of cash retainers earned for her service as a non-employee director prior to her appointment as Chief Financial Officer. (2) Amounts in this column represent the aggregate grant date fair value of the RSUs, NQSOs, and PSUs granted during fiscal 2025, fiscal 2024, and fiscal 2023, calculated in accordance with FASB ASC Topic 718. The grant date fair values of the RSUs are based on the closing prices of our Class A common stock on the date of grant of March 4, 2025 ($2.46). In accordance with FASB ASC Topic 718, the grant date fair value of the 2025 annual PSUs and Mr. Romanko’s initial PSUs is based on a Monte Carlo simulation with the following assumptions: the closing price of our Class A common stock on March 4, 2025 ($2.46), a risk-free interest rate of 3.90%, a 76.95% expected volatility, and a term of 2.91 years. The grant date fair values of Mr. Anderson’s CEO Transformation PSUs and Mr. Stout’s initial PSUs are based on the closing price of our Class A common stock on the applicable dates of grant of September 2, 2025 ($3.62) and March 4, 2025 ($2.46), respectively. The grant date fair values of the PSUs assuming achievement of performance at the maximum level are:

  54. Summary Compensation Table

    | Name | 2025 Annual PSUs | Transformation PSUs | Initial PSUs | | Joel Anderson | $5,417,102 | $6,250,002 | $N/A | | Sabrina Simmons | $1,274,615 | $N/A | $N/A | | Michael Romanko | $N/A | $N/A | $1,593,268 | | Joe Venezia | $701,041 | $N/A | $N/A | | Holly May | $477,983 | $N/A | $N/A | | Jack Stout | $637,307 | $N/A | $2,000,005 |

  55. Summary Compensation Table

    For additional information regarding the assumptions underlying this calculation, including assumptions underlying the grant date fair value of stock options, please read Note 11 to our consolidated financial statements for the fiscal year ended January 31, 2026, located in our Annual Report on Form 10-K for such fiscal year. Mr. Anderson's "All Other Compensation" and "Total" amounts for 2024 have been adjusted to include matching contributions under our nonqualified deferred compensation plan ($34,106) which was not included in the previous Summary Compensation Table.

  56. Summary Compensation Table

    | 2026 Proxy Statement | | 35 |

  57. Summary Compensation Table

    Amounts reported in the “All Other Compensation” column for 2025 include (i) matching contributions under our 401(k) plan made during fiscal 2025, (ii) matching contributions under our nonqualified deferred compensation plan made during fiscal 2025, (iii) life insurance premiums paid by us for the benefit of the NEOs, (iv) severance payments, as described in more detail under “Potential Payments Upon Termination or Change in Control—Separation Agreements” below, (v) relocation allowance, as described under “Compensation Discussion and Analysis—Perquisites” above, and (vi) additional amounts, each as set forth in the following table:

  58. Summary Compensation Table

    | Name | Petco 401(k) Match | Petco NQDC Match | Life Insurance Premiums | Severance Payments | Relocation Allowance | Additional Amounts (a) | Total All Other Compensation | | Joel Anderson | $7,838 | $— | $1,068 | $— | $— | $1,000 | $9,906 | | Sabrina Simmons | $— | $— | $1,068 | $— | $— | $5,625 | $6,693 | | Michael Romanko | $— | $— | $1,068 | $— | $150,000 | $440 | $151,508 | | Joe Venezia | $4,846 | $— | $1,068 | $— | $— | $— | $5,914 | | Holly May | $— | $— | $1,068 | $— | $— | $215,552 | $216,620 | | Brian LaRose | $5,453 | $— | $1,068 | $758,337 | $— | $645 | $765,503 | | Jack Stout | $— | $— | $1,068 | $143,401 | $— | $55,957 | $200,426 |

  59. Summary Compensation Table

    . (a) Additional amounts represent (i) expenses relating to executive financial planning, cell phone allowances, state required work from home allowances, and identity management software; additionally, (ii) for Ms. May, a monthly housing stipend (totaling $92,400 in aggregate) and related tax gross-up ($94,692); and (iii) for Mr. Stout, expenses relating to company-paid housing ($55,957).

  60. 2025 Grants of Plan Based Awards Table

    2025 Grants of Plan Based Awards Table The following table includes information regarding (i) annual cash incentive awards under the 2025 AIP and (ii) RSUs, PSUs, and NQSOs granted under the 2021 Plan and as inducement awards, in each case, to the NEOs during fiscal 2025.

  61. 2025 Grants of Plan Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying Stock | Exercise or Base Price of Stock Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Approval Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units (#) | Options (#) | Awards (($/Share) | Awards (2) | | Joel Anderson | | | $975,000 | $1,950,000 | $3,900,000 | | | | | | | | | | 3/4/2025 (4) | 2/28/2025 | | | | 550,519 | 1,101,037 | 2,202,074 | | | | $2,125,001 | | | 9/2/2025 (3) | 8/31/2025 | | | | 345,304 | 690,608 | 1,726,520 | | | | $2,500,001 | | | 3/4/2025 (4) | 2/28/2025 | | | | | | | 1,727,643 | | | $4,250,002 | | | 3/4/2025 (4) | 2/28/2025 | | | | | | | | 1,336,478 | $2.46 | $2,125,000 | | Sabrina Simmons | | | $403,846 | $807,693 | $1,615,385 | | | | | | | | | | 3/4/2025 (4) | 2/28/2025 | | | | 129,534 | 259,068 | 518,136 | | | | $500,001 | | | 3/4/2025 (5) | 2/28/2025 | | | | | | | 1,016,261 | | | $2,500,002 | | | 3/4/2025 (4) | 2/28/2025 | | | | | | | 406,505 | | | $1,000,002 | | | 3/4/2025 (4) | 2/28/2025 | | | | | | | | 314,466 | $2.46 | $500,001 | | Michael Romanko | | | $395,769 | $791,539 | $1,583,077 | | | | | | | | | | 3/4/2025 (5) | 2/28/2025 | | | | 161,918 | 323,835 | 647,670 | | | | $625,002 | | | 3/4/2025 (5) | 2/28/2025 | | | | | | | 1,321,139 | | | $3,250,002 | | | 3/4/2025 (5) | 2/28/2025 | | | | | | | | 393,082 | $2.46 | $625,000 | | Joe Venezia | | | $280,000 | $560,000 | $1,120,000 | | | | | | | | | | 3/4/2025 (4) | 2/28/2025 | | | | 71,244 | 142,488 | 284,976 | | | | $275,000 | | | 3/4/2025 (4) | 2/28/2025 | | | | | | | 223,578 | | | $550,002 | | | 3/4/2025 (4) | 2/28/2025 | | | | | | | | 172,956 | $2.46 | $275,000 | | Holly May | | | $259,231 | $518,462 | $1,036,923 | | | | | | | | | | 3/4/2025 (4) | 2/28/2025 | | | | 48,576 | 97,151 | 194,302 | | | | $187,501 | | | 3/4/2025 (4) | 2/28/2025 | | | | | | | 152,440 | | | $375,002 | | | 3/4/2025 (4) | 2/28/2025 | | | | | | | | 117,925 | $2.46 | $187,501 | | Brian LaRose | | | $280,000 | $560,000 | $1,120,000 | | | | | | | | | Jack Stout | | | $260,000 | $520,000 | $1,040,000 | | | | | | | | | | 3/4/2025 (4) | 2/28/2025 | | | | 64,767 | 129,534 | 259,068 | | | | $250,001 | | | 3/4/2025 (5) | 2/28/2025 | | | | 203,253 | 406,505 | 609,758 | | | | $1,000,002 | | | 3/4/2025 (4) | 2/28/2025 | | | | | | | 203,253 | | | $500,002 | | | 3/4/2025 (4) | 2/28/2025 | | | | | | | | 157,233 | $2.46 | $250,000 |

  62. 2025 Grants of Plan Based Awards Table

    Amounts in these columns represent the threshold, target, and maximum potential payouts under the 2025 AIP. The threshold potential payments assume threshold achievement of each measure. Please read “Compensation Discussion and Analysis— Elements of Compensation—Annual Cash Incentive Program” above for more information regarding the 2025 AIP.

  63. 2025 Grants of Plan Based Awards Table

    | 36 | | 2026 Proxy Statement |

  64. 2025 Grants of Plan Based Awards Table

    Amounts in this column represent the aggregate grant date fair value of the RSUs, PSUs, and NQSOs granted during fiscal 2025, calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying this calculation, please read Note 11 to our consolidated financial statements for the fiscal year ended January 31, 2026, located in our Annual Report on Form 10-K for such fiscal year. See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation” above for more information regarding these grants. Amounts in this row represent the Transformation PSUs, as described further in the “Compensation Discussion and Analysis—Elements of Compensation—Long Term Incentive Compensation” above. (4) Amounts in these rows represent the annual PSU, RSU, or NQSO awards granted to the applicable NEO during fiscal 2025, as described further in the “Compensation Discussion and Analysis—Elements of Compensation—Long Term Incentive Compensation” above. The equity awards granted to Mr. Stout were forfeited upon his termination of employment. (5) Amounts in these rows represent the initial equity awards granted to the applicable NEO during fiscal 2025, as described further in the “Compensation Discussion and Analysis—Elements of Compensation—Long Term Incentive Compensation” above.

  65. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  66. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table reflects information regarding outstanding unvested stock options, PSUs, and RSUs held by our NEOs as of January 31, 2026. Messrs. LaRose and Stout did not hold any outstanding awards as of such date.

  67. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name and Award Type | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | # Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested (1) | Equity Incentive Plan Awards # of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested (1) | | Joel Anderson | | | | | | | | | | Stock Options (2) | 689,890 | 676,231 | $5.00 | 7/29/2034 | | | | | | Stock Options (2) | 697,513 | 683,703 | $7.50 | 7/29/2034 | | | | | | Stock Options (3) | — | 1,336,478 | $2.46 | 3/4/2035 | | | | | | RSUs (4) | | | | | 1,727,643 | $4,647,360 | | | | RSUs (5) | | | | | 738,808 | $1,987,394 | | | | Inducement PSUs (6) | | | | | | | 746,269 | $2,007,464 | | 2025 PSUs (7) | | | | | | | 550,519 | $1,480,895 | | Transformation PSUs (8) | | | | | | | 345,304 | $928,868 | | Sabrina Simmons | | | | | | | | | | Stock Options (3) | — | 314,466 | $2.46 | 3/4/2035 | | | | | | RSUs (4) | | | | | 1,016,261 | $2,733,742 | | | | RSUs (4) | | | | | 406,505 | $1,093,498 | | | | 2025 PSUs (7) | | | | | | | 129,534 | $348,446 | | Michael Romanko | | | | | | | | | | Stock Options (3) | — | 393,082 | $2.46 | 3/4/2035 | | | | | | RSUs (4) | | | | | 1,321,139 | $3,553,864 | | | | 2025 PSUs (7) | | | | | | | 161,918 | $435,558 | | Joe Venezia | | | | | | | | | | Stock Options (3) | — | 172,956 | $2.46 | 3/4/2035 | | | | | | RSUs (9) | | | | | 251,270 | $675,916 | | | | RSUs (4) | | | | | 223,578 | $601,425 | | | | 2025 PSUs (7) | | | | | | | 71,244 | $191,646 | | Holly May | | | | | | | | | | Stock Options (3) | — | 117,925 | $2.46 | 3/4/2035 | | | | | | RSUs (10) | | | | | 247,500 | $665,775 | | | | RSUs (11) | | | | | 1,363,637 | $3,668,184 | | | | RSUs (4) | | | | | 152,440 | $410,064 | | | | 2024 PSUs (12) | | | | | | | 72,752 | $195,702 | | 2025 PSUs (7) | | | | | | | 48,576 | $130,668 |

  68. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Amounts in these columns reflect the value of outstanding RSUs and PSUs as of January 30, 2026, based on a per share price of $2.69, the closing price of our Class A common stock on January 30, 2026, the last trading day of fiscal 2025. (2) These stock options vest ratably every six months, with a final vesting date of July 29, 2027, subject to the NEO’s continued employment through the vesting dates. (3) These stock options vested as to 34% on March 4, 2026 and will vest as to 16.5% at the end of each six months thereafter, with a final vesting date of March 4, 2028, subject to the NEO’s continued employment through the vesting dates. (4) These RSUs vested as to 34% on March 4, 2026, and will vest as to 16.5% at the end of each six months thereafter, with a final vesting date of March 4, 2028, subject to the NEO’s continued employment through the vesting dates. (5) These RSUs vest ratably every six months, with a final vesting date of July 29, 2027, subject to the NEO’s continued employment through the vesting dates. (6) These PSUs will vest following the three-year performance period ending January 29, 2028, based on the Company’s achievement of three-year Cumulative Adjusted EBITDA during such performance period. In accordance with SEC rules, these PSUs are reflected at threshold performance. (7) These PSUs will vest following the three-year performance period ending January 29, 2028, based on the Company’s Absolute TSR during such performance period. In accordance with SEC rules, these PSUs are reflected at threshold performance. (8) These PSUs will vest following the three-year performance period ending February 3, 2029, based on the Company’s achievement of two-year Average Comparable Store Sales during such performance period. In accordance with SEC rules, these PSUs are reflected at threshold performance. (9) These RSUs will vest ratably every six months from May 18, 2026 through November 18, 2027, subject to the NEO’s continued employment through the vesting dates. These RSUs vest ratably every six months, with a final vesting date of April 15, 2027, subject to the NEO’s continued employment through the vesting dates.

  69. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 38 | | 2026 Proxy Statement |

  70. Outstanding Equity Awards at 2025 Fiscal Year-End

    These RSUs vested as to 20% on April 15, 2026, and will vest as to 30% on April 15, 2027 and 40% on April 15, 2028, subject to the NEO’s continued employment through the vesting dates. These PSUs will vest following the three-year performance period ending January 30, 2027, based on the Company’s Absolute TSR during such performance period. In accordance with SEC rules, these PSUs are reflected at threshold performance.

  71. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table reflects the C Units and RSUs held by our NEOs which vested during fiscal 2025. No NEOs exercised any stock options during fiscal 2025.

  72. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | # of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) | | Joel Anderson | | | | RSUs | 753,730 | $2,321,115 | | Sabrina Simmons | | | | RSUs | 49,254 | $187,165 | | Brian LaRose | | | | C Units (2) | 400,000 | $— | | RSUs | 185,629 | $570,570 | | Joe Venezia | | | | RSUs | 129,441 | $371,496 | | Holly May | | | | RSUs | 404,015 | $1,286,611 |

  73. Option Exercises and Stock Vested

    (1) The value of vested shares acquired from RSUs is determined based on the closing price of our Class A common stock on the applicable vesting date. Mr. Romanko and Mr. Stout did not have any vesting events in fiscal year 2025. (2) Prior to our initial public offering, our then-employed NEOs received equity incentives in the form of Common Series C Units in Scooby LP, our indirect parent (the “C Units”). C Units are intended to qualify as “profits interests” for U.S. income tax purposes. They do not require the payment of an exercise price but are economically similar to stock appreciation rights because they have no value for tax purposes as of the grant date and will obtain value only as the underlying value of the security rises above its “Distribution Threshold,” which acts similarly to an exercise price for a stock option. Although the Distribution Threshold acts similarly to an exercise price for a stock option, the NEOs do not have the ability to “exercise” the C Units. NEOs will only realize value with respect to their vested C Units when distributions are made by Scooby LP, which is generally within the control of our sponsors and conditioned upon the sale of our Class A common stock held by our sponsors. The value realized included in this row reflects the theoretical value of the C Units based on the distribution the C Units would have been eligible to receive upon a liquidation of Scooby LP using the closing price of our Class A common stock on the applicable vesting date for purposes of valuing the Class A common stock held indirectly by Scooby LP. In each case, the per C Unit value is reduced by the applicable Distribution Threshold.

  74. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information regarding the value of accumulated benefits for our NEOs under our nonqualified deferred compensation plan as of January 31, 2026.

  75. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (2) | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions (3) | Aggregate Balance at Last FYE (4)(5) | | Joel Anderson | $373,550 | $— | $22,681 | $— | $523,357 | | Brian LaRose | $5,896 | $— | $51,699 | $445,797 | $— |

  76. Nonqualified Deferred Compensation

    (1) Amounts in this column represent base salary amounts that were payable during fiscal 2025 but the receipt of which was deferred. These amounts are included in the Summary Compensation Table under “Salary” for fiscal 2025. (2) No Petco matching contributions were made during fiscal 2025. (3) Mr. LaRose's distribution includes Petco matching contributions ($28,027) that were not included in previous Summary Compensation Tables. (4) The aggregate balance for each NEO includes the following amounts that were included in the Summary Compensation Table in prior fiscal years: (i) for Mr. Anderson, $126,817, and (ii) for Mr. LaRose, $287,390. Messrs. Romanko, Venezia, and Stout and Mses. Simmons and May did not participate in our non-qualified deferred compensation plan as of the end of fiscal 2025. For Messrs. Anderson and LaRose, the aggregate balance at the end of fiscal 2024 did not include a previous matching contribution. The correct aggregate balances at the end of fiscal 2024 were $127,127 and $388,196, respectively.

  77. Nonqualified Deferred Compensation

    | 2026 Proxy Statement | | 39 |

  78. Nonqualified Deferred Compensation

    Messrs. Anderson and LaRose elected to participate in our nonqualified deferred compensation plan, which is an unfunded plan that is available to executives and certain key partners and directors of Petco. Under the plan and pursuant to the terms of their employment agreement or offer letters, as applicable, participants are permitted to defer a portion of their annual base salary and bonus. We may make a discretionary matching contribution of 50% of an eligible partner’s contributions on the first 3% of base salary deferred (or, if the eligible partner is not yet eligible to participate in our 401(k) plan, the first 6% of base salary deferred) and on the first 6% of annual bonus deferred. Participants are 100% vested in matching contributions. Participants may select from among a broad range of deemed investment alternatives under this plan, and participants’ accounts are credited with a rate of return based on the performance of the selected investments. Petco does not provide above-market earnings on deferred compensation. For plan deferrals prior to 2025, if a participant separates from service on or after reaching age 55 and attaining six years of service, the participant’s account may be paid in a single lump sum or in annual installments from two to ten years (at the participant’s election). If a participant separates from service without meeting the age and service requirements set forth above, or as a result of his or her death or disability, the participant (or his or her beneficiaries, as applicable) will receive his or her account balance in the form of a lump sum. For plan deferrals after the beginning of 2025, the participant’s account may be paid in a single lump sum or in annual installments from two to ten years (at the participant’s election). We have established a rabbi trust to assist in meeting a portion of our obligations under the plan. To the extent required to comply with Section 409A of the Code, payment upon termination of employment is subject to a six-month delay.

  79. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  80. Equity Awards

    Equity Awards Stock Options and RSUs Except with respect to awards granted to Mr. Anderson which are governed by the acceleration terms described above, the award agreements governing the outstanding stock options and RSUs under the 2021 Plan provide for accelerated vesting upon certain terminations of employment. Upon an NEO’s termination of employment as a result of death or disability, all outstanding stock options and RSUs held by such NEO will become fully vested. Similarly, upon a termination of an NEO’s employment without “Cause” or a resignation for “Good Reason,” in each case, within 24 months following a “Change in Control,” all outstanding stock options and RSUs held by such NEO will become fully vested. Additionally, upon an NEO’s “Retirement,” (i) prior to the first anniversary of the grant date, a pro-rated portion of all unvested stock options and RSUs held by such NEO will become vested and (ii) on or following the first anniversary of the grant date, all outstanding stock options and RSUs held by such NEO will become fully vested. For purposes of awards under the 2021 Plan: • “Cause” has the meaning provided in the applicable NEO’s employment offer letter or, if such agreement does not define such term, generally means: (i) the NEO’s material breach of any agreement with Petco; (ii) the willful failure or refusal by the NEO to substantially perform his or her duties; (iii) the commission or conviction of the NEO of, or the entering of a plea of nolo contendere by the NEO with respect to, a felony or misdemeanor involving moral turpitude; (iv) the NEO’s gross misconduct that causes harm to Petco’s reputation; or (v) the NEO’s inability or failure to competently perform his or her duties in any material respect due to the use of drugs or other illicit substances. • “Change in Control” generally means the occurrence of any of the following: (i) any person becoming the beneficial owner of 50% or more of Petco’s outstanding securities; (ii) incumbent directors cease to constitute a majority of our board of directors; (iii) consummation of a merger or consolidation, other than a merger or consolidation which would result in the holders of Petco’s voting securities prior to such transaction continue to represent at least 50% of the combined voting power of the securities of Petco or surviving entity of such transaction; (iv) implementation of a plan of complete liquidation or dissolution of Petco; or (v) a sale of all or substantially all of Petco’s assets. • “Good Reason” has the meaning provided in the applicable NEO’s employment offer letter or, if such agreement does not define such term, generally means: (i) a material diminution in the NEO’s authority, duties, or responsibilities with Petco; (ii) a material diminution in the NEO’s base salary; (iii) a geographic relocation by more than 50 miles; or (iv) a material breach of Petco of its obligations under the award agreement, in each case, subject to customary notice and cure provisions. • “Retirement” means an NEO’s resignation after attaining (i) age 55 with 10 consecutive years or more of service to Petco for awards granted prior to February 28, 2025 and (ii) age 55 with five or more consecutive years of service to Petco for awards granted on and after February 28, 2025. As of January 31, 2026, none of our NEOs were Retirement-eligible for purposes of their outstanding equity awards. PSUs For purposes of PSUs granted to our NEOs other than Mr. Anderson (whose PSUs are described above), upon a termination as a result of death or disability, any PSUs allocated to a completed performance period (but not yet settled) will remain eligible to vest based on actual performance and any PSUs allocated to incomplete or future performance period will vest at target. In addition, in the event of the NEO’s Retirement, PSUs will remain outstanding and eligible to vest as to a pro-rated amount based on actual performance. Upon a Change in Control prior to the end of the performance period, the performance goals will be measured over a truncated performance period and the earned PSUs based on such achievement will vest on the third anniversary of the grant date, subject to the NEOs’ continued employment. Finally, upon a termination of the NEO’s employment without Cause or a resignation for Good Reason following a Change in Control, all outstanding PSUs will vest.

  81. Equity Awards

    | 2026 Proxy Statement | | 41 |

  82. Quantification of Potential Payments

    Quantification of Potential Payments The table below sets forth the aggregate amounts that would have been payable to each NEO under the Executive Severance Plan, Mr. Anderson’s employment offer letter, as applicable, and applicable equity award agreements, as described above, assuming the applicable termination event or Change in Control occurred on January 31, 2026. As of January 31, 2026, none of our NEOs were Retirement-eligible for purposes of equity awards granted under the 2021 Plan. Messrs. LaRose and Stout are not included in the table below because they were terminated during fiscal 2025 and their separation payments and benefits are described above.

  83. Quantification of Potential Payments

    | Name | Termination without Cause | Resignation for Good Reason | Death or Disability | Qualifying Termination in Connection with a Change in Control | Change in Control | | Joel Anderson | | | | | | | Cash Payments (1) | $4,006,997 | $4,006,997 | $— | $4,006,997 | $— | | Continued Health Benefits (2) | $10,692 | $10,692 | $— | $10,692 | $— | | Equity Awards (3) | $3,827,074 | $3,827,074 | $15,776,595 | $15,776,595 | $— | | Total | $7,844,763 | $7,844,763 | $15,776,595 | $19,794,284 | $— | | Sabrina Simmons | | | | | | | Cash Payments (1) | $1,692,011 | $1,692,011 | $— | $1,692,011 | $— | | Continued Health Benefits (2) | $8,076 | $8,076 | $— | $8,076 | $— | | Equity Awards (3) | $- | $— | $4,596,461 | $4,596,461 | $— | | Total | $1,700,087 | $1,700,087 | $4,596,461 | $6,296,548 | $— | | Michael Romanko | | | | | | | Cash Payments (1) | $1,674,971 | $1,674,971 | $— | $1,674,971 | $— | | Continued Health Benefits (2) | $8,076 | $8,076 | $— | $8,076 | | | Equity Awards (3) | $— | $— | $4,515,389 | $4,515,389 | $— | | Total | $1,683,047 | $1,683,047 | $4,515,389 | $6,198,436 | $— | | Joe Venezia | | | | | | | Cash Payments (1) | $1,290,727 | $1,290,727 | $— | $1,290,727 | $— | | Continued Health Benefits (2) | $8,076 | $8,076 | $— | $8,076 | $— | | Equity Awards (3) | $— | $— | $1,700,414 | $1,700,414 | $— | | Total | $1,298,803 | $1,298,803 | $1,700,414 | $2,999,217 | $— | | Holly May | | | | | | | Cash Payments (1) | $1,196,910 | $1,196,910 | $— | $1,196,910 | $— | | Continued Health Benefits (2) | $7,128 | $7,128 | $— | $7,128 | $— | | Equity Awards (3) | $— | $— | $5,423,884 | $5,423,884 | $— | | Total | $1,204,038 | $1,204,038 | $5,423,884 | $6,627,922 | $— |

  84. Quantification of Potential Payments

    (1) These amounts include cash severance payments under the Executive Severance Plan or Mr. Anderson’s employment letter, as applicable. (2) Amounts in this row are based on premiums in effect as of January 31, 2026, which are assumed for purposes of these calculations to remain in effect throughout the duration of the period in which continued health benefits are provided. Amounts in this row reflect the stock options, RSUs and PSUs that would become vested upon the occurrence of the applicable event based on a per share price of $2.69, the closing price of our Class A common stock on January 30, 2026, the last trading day of fiscal 2025, less the exercise price, if applicable. No value is reflected herein for any stock options with an exercise price in excess of $2.69. For purposes of any PSUs which remain subject to actual performance following termination, amounts in this row assume achievement of actual performance for completed portions of the performance period and target performance for any incomplete portion of the performance period.

  85. Quantification of Potential Payments

    | 42 | | 2026 Proxy Statement |

  86. CEO Pay Ratio

    CEO Pay Ratio The fiscal 2025 annual total compensation of the median compensated employee of all our employees (as determined below), other than Mr. Anderson, who served as our CEO on the date we identified our median compensated employee, was $37,453; Mr. Anderson’s fiscal 2025 total compensation was $14,366,907; and the ratio of these amounts was 1-to-384. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. To identify our median compensated employee, we reviewed the gross wages reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for all individuals, excluding Mr. Anderson, who were employed by us on December 31, 2025, which wages were annualized for any employee who did not work for the entire year. For these purposes, we identified our employee population as of December 31, 2025, based on our payroll records or based on our treatment of employees for U.S. tax or local tax reporting purposes resulting in an employee population of 29,646. Our median employee is a full-time store partner working in a Pennsylvania store. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay.

  87. CEO Pay Ratio

    | 2026 Proxy Statement | | 43 |

  88. PAY VS. PERFORMANCE DISCLOSURE

    PAY VS. PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance measures of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  89. PAY VS. PERFORMANCE DISCLOSURE

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | SCT Total for Mr. Coughlin (1) | SCT Total for Mr. Mohan (1) | SCT Total for Mr. Anderson (1)(2) | Compensation Actually Paid to Mr. Coughlin (3) | Compensation Actually Paid to Mr. Mohan (3) | Compensation Actually Paid for Mr. Anderson (2)(3) | Average Summary Compensation Table Total for Non-CEO NEOs (4) | Average Compensation Actually Paid to Non-CEO NEOs (5) | Total Shareholder Return (6) | Peer Group Total Shareholder Return (7) | Net Income ($M)(8) | Adjusted EBITDA ($M)(9) | | 2025 | $— | $— | $14,366,907 | $— | $— | $10,987,788 | $3,514,955 | $3,044,587 | $10.33 | $106.85 | $9.1 | $408.2 | | 2024 | $3,289,320 | $10,598,129 | $18,292,397 | $1,274,530 | $8,803,513 | $18,913,604 | $4,700,320 | $5,189,682 | $11.63 | $117.09 | $(101.8) | $336.5 | | 2023 | $7,139,463 | $— | $— | $(23,282,472) | $— | $— | $2,329,437 | $(3,247,683) | $8.44 | $116.84 | $(1,280.2) | $401.1 | | 2022 | $19,590,453 | $— | $— | $(11,340,890) | $— | $— | $6,618,539 | $4,513,569 | $39.93 | $87.14 | $89.9 | $530.8 | | 2021 | $4,025,740 | $— | $— | $(63,071,055) | $— | $— | $2,890,921 | $(2,050,650) | $62.24 | $105.55 | $159.8 | $548.4 |

  90. PAY VS. PERFORMANCE DISCLOSURE

    (1) During fiscal 2021 through fiscal 2025, the following individuals served as principal executive officer (PEO) during the time periods set forth below:

  91. PAY VS. PERFORMANCE DISCLOSURE

    | Name | Dates as PEO During Fiscal 2021 through Fiscal 2025 | | Ronald Coughlin, Jr. | January 31, 2021, through March 12, 2024 | | R. Michael Mohan | March 13, 2024, through July 29, 2024 | | Joel Anderson | July 29, 2024, through January 31, 2026 |

  92. PAY VS. PERFORMANCE DISCLOSURE

    The amounts shown represent the amounts reported in the “Total” column of the Summary Compensation Table for the applicable PEO in each of the fiscal years. (2) Mr. Anderson's Summary Compensation Table total and "compensation actually paid" amounts for 2024 have been adjusted to include Petco matching contributions under our nonqualified deferred compensation plan that were previously excluded. (3) Amounts in this column represent the amount of “compensation actually paid” to the applicable PEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with SEC rules, the following adjustments were made to total compensation to determine the 2025 compensation actually paid:

  93. PAY VS. PERFORMANCE DISCLOSURE

    | 2025 | Joel Anderson | | Summary Compensation Table Total | $14,366,907 | | Less, value of Stock Awards and Option Awards reported in Summary Compensation Table | $(11,000,004) | | Plus, year-end fair value of outstanding and unvested equity awards granted during the year | $11,093,163 | | Plus, year over year change in fair value of outstanding and unvested equity awards granted during prior years | $(2,655,446) | | Plus, fair value as of the vesting date of equity awards granted and vested during the year | $— | | Plus, change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested during the year | $(816,833) | | Less, previous year-end value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year | $— | | Compensation Actually Paid to PEO | $10,987,788 |

  94. PAY VS. PERFORMANCE DISCLOSURE

    The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO(s)) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Sabrina Simmons, Michael Romanko, Joe Venezia, Holly May, Brian LaRose, and Jack Stout; (ii) for 2024, Brian LaRose, Glenn Murphy, Holly May, Joe Venezia, Amy College, and John Zavada; (iii) for 2022 and 2023, Brian LaRose, Darren MacDonald, Justin Tichy, and Amy College; and (iv) for 2021, Brian LaRose, Michael Nuzzo, Darren MacDonald, John Zavada, and Justin Tichy.

  95. PAY VS. PERFORMANCE DISCLOSURE

    | 44 | | 2026 Proxy Statement |

  96. PAY VS. PERFORMANCE DISCLOSURE

    Amounts in this column represent the average amount of “compensation actually paid” to the Company’s NEOs as a group (excluding our PEO(s)), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with SEC rules, the following adjustments were made to total compensation to determine the 2025 compensation actually paid:

  97. PAY VS. PERFORMANCE DISCLOSURE

    | 2025 | Non-PEO NEO Average | | Average Summary Compensation Table Total | $3,514,955 | | Less, average value of Stock Awards and Option Awards reported in Summary Compensation Table | $(2,141,671) | | Plus, average year-end fair value of outstanding and unvested equity awards granted during the year | $1,970,026 | | Plus, average year over year change in fair value of outstanding and unvested equity awards granted during prior years | $(274,124) | | Plus, average fair value as of the vesting date of equity awards granted and vested during the year | $— | | Plus, average change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested during the year | $(24,599) | | Less, average previous year-end value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year | $— | | Average Compensation Actually Paid to Non-PEO NEOs | $3,044,587 |

  98. PAY VS. PERFORMANCE DISCLOSURE

    (6) Cumulative total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is January 31, 2021. (7) The peer group used for this purpose is the following published industry index: S&P Retail Select Industry Index, which is the Company’s industry index utilized in the Performance Graph set forth in our Annual Report on Form 10-K for fiscal 2025. (8) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (9) Adjusted EBITDA is calculated as our net income, adjusted for the following items: interest expense, income tax benefit or expense, depreciation and amortization, loss on partial extinguishment of debt, goodwill and asset impairment, equity-based compensation expense, other non-operating income or loss, investee and joint venture income, and other costs (restructuring costs, severance expenses, business divestiture costs, and certain non-ordinary course legal matters). This definition is consistent with the description provided in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, under the heading “Reconciliation of Non-GAAP Financial Measures to GAAP Measures.”

  99. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation— Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. We generally seek to incentivize long-term performance, and therefore we do not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  100. Analysis of the Information Presented in the Pay versus Performance Table

    | 46 | | 2026 Proxy Statement |

  101. Limits on Non-Employee Director Compensation

    Limits on Non-Employee Director Compensation Under the Amended Plan, the aggregate dollar value of all cash and equity-based compensation (based on the grant date fair market value for equity awards, and whether granted under the Amended Plan or otherwise) to our non-employee directors for services in such capacity shall not exceed $800,000 during any

  102. Limits on Non-Employee Director Compensation

    | 2026 Proxy Statement | | 51 |

  103. Limits on Non-Employee Director Compensation

    calendar year. However, during the calendar year in which a non-employee director first joins our board of directors or during any calendar year in which a non-employee director serves as Chairman or Lead Director, such aggregate limit shall instead be $1,000,000.