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BCS

Current Report · Items 5.02, 7.01, 9.01 · 8-K

Petco Health and Wellness Company, Inc.

WOOFNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 31, 2026, Cameron Breitner resigned from the Board of Directors (the “Board”) of Petco Health and Wellness Company, Inc. (the “Company”) and the Board’s committees, effective as of 12:01 am on August 1, 2026 (the “Effective Time”). Mr.…

Filed Aug 3, 2026Accepted Aug 3, 2026, 8:15 AM EDTCIK 1826470Accession 0001193125-26-329596
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Company context

We're proud to be "where the pets go" to find everything they need to live their best lives for more than 60 years — from their favorite meals and toys, to trusted supplies and expert support from people who get it, because we live it. We believe in the universal truths of pet parenthood — the boundless boops, missing slippers, late night zoomies and everything in between. And we're here for it. Every tail wag, every vet visit, every step of the way. We nurture the pet-human bond in the aisles of more than 1,500 Petco stores across the U.S., Mexico and Chile. Customers experience our exclusive selection of pet care products, services, expertise and membership offerings in stores and online at petco.com , and on the Petco app . In 1999, we founded Petco Love . Together, we support thousands of local animal welfare groups nationwide and have helped find homes for over 7 million animals through in-store adoption events.

Current securities

Recent company filings

  1. 4 filingSep 24, 2026
  2. 4 filingSep 9, 2026
  3. S-8 filingSep 4, 2026
  4. 10-Q filingSep 4, 2026
  5. Results of Operations and Financial Condition · Regulation FD DisclosureSep 2, 2026

Registered securities in this filing

Petco Health and Wellness Company, Inc. · 8-K · Filed 2026-08-03

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A common stock, par value $0.001 per share

Symbol
WOOF
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: C_7c714cdf-0b95-4026-85e5-512c88100c47

Dimensions: Not supplied

Accession 000119312526329596 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 31, 2026, Cameron Breitner resigned from the Board of Directors (the “Board”) of Petco Health and Wellness Company, Inc. (the “Company”) and the Board’s committees, effective as of 12:01 am on August 1, 2026 (the “Effective Time”). Mr. Breitner’s resignation was not due to any disagreement with the Company or on any matter related to the Company’s operations, policies or practices. On August 1, 2026, the Board appointed Jeffrey Naylor as an independent Class I director, effective immediately upon the Effective Time, to fill the vacancy on the Board created by Mr. Breitner’s departure, to hold office until the next election of Class I directors and until his successor shall have been duly elected and qualified or until his earlier death, resignation, removal, retirement or disqualification. The Board determined that Mr. Naylor qualifies as an independent director under the Nasdaq listing rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, for purposes of serving on the Board and the Audit Committee of the Board (the “Audit Committee”). In connection with his appointment to the Board, Mr. Naylor was also appointed as a member and Chair of the Audit Committee, effective immediately upon the Effective Time. Mr. Naylor served as Senior Corporate Advisor of the TJX Companies, Inc. (“TJX”), a retail company of apparel and home fashions, between 2013 and 2014. Prior to that, he served as Senior Executive Vice President and Chief Accounting Officer of TJX, between 2012 and 2013; as its Senior Executive Vice President, Chief Financial and Administrative Officer, between 2009 and 2012; as its Senior Executive Vice President, Chief Administrative and Business Development Officer, between 2007 and 2009; as its Senior Executive Vice President, Chief Financial and Administrative Officer, between 2006 and 2007; and as its Chief Financial Officer between 2004 and 2006. Prior to joining TJX, Mr. Naylor served as Senior Vice President and Chief Financial Officer of Big Lots, Inc.; Senior Vice President, Chief Financial and Administrative Officer of Dade Behring, Inc.; and Vice President, Controller of The Limited, Inc. He is currently serving on the boards of Synchrony Financial, a premier consumer financial services company, and Wayfair, Inc., an e-commerce retailer of home furnishings and decor. Mr. Naylor is deemed to be a designee of Scooby Aggregator, LP (“Principal Stockholder”), the Company’s controlling stockholder, for purposes of that certain Stockholder’s Agreement, dated as of January 19, 2021, by and among the Company and the Principal Stockholder. Mr. Naylor does not have any family relationships with any director or executive officer of the Company, and there are no transactions in which Mr. Naylor has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Company will enter into its standard form of indemnification agreement for directors and certain officers with Mr. Naylor, a copy of which was previously filed as Exhibit 10.2 of the Company’s Registration Statement on Form S-1 (filed with the Securities and Exchange commission (the “SEC”) on December 3, 2020), and the terms of which are incorporated herein by reference. In addition, as an independent director of the Board, Mr. Naylor will receive compensation under the Company’s director compensation program as described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 14, 2026.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On August 3, 2026, the Company issued a press release announcing the appointment of Mr. Naylor to the Board. A copy of the press release is attached as Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) woof-ex99_1.htm

EX-99.1 2 woof-ex99_1.htm EX-99.1 EX-99.1 EXHIBIT 99.1 Petco Appoints Jeffrey Naylor to Board of Directors Former CFO of The TJX Companies, Inc. and retail veteran to serve as Audit Committee Chair, bringing deep financial and operational expertise to further support Petco's strategic initiatives SAN DIEGO, August 3, 2026 - Petco Health & Wellness Company, Inc. (Nasdaq: WOOF) today announced the appointment of Jeffrey Naylor, former Chief Financial Officer of TJX Companies, to its Board of Directors, effective August 1, 2026. In addition to his role on the Board, Mr. Naylor will serve as Chair of the company’s Audit Committee. Mr. Naylor brings over two decades of leadership experience as a seasoned finance and operations executive within the retail sector. He currently serves as Chair of the Board and as a member of the Audit and Compensation Committees of Synchrony Financial (NYSE: SYF), and as a Director and Chair of the Audit Committee at Wayfair (NYSE: W). Until recently, he also served as a Director and member of the Audit and Finance Committees at Dollar Tree (Nasdaq: DTLR). From 2004 to 2014, Mr. Naylor served in multiple senior leadership roles at The TJX Companie…

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