Michael Romanko - 04 Mar 2025 Form 4 Insider Report for Petco Health & Wellness Company, Inc. (WOOF)

Footnote F1

Represents 1,321,139 restricted stock units ("RSUs") granted to the Reporting Person on March 4, 2025. Each RSU represents the right to receive one share of Class A common stock of the Issuer. The RSUs will vest as follows: (i) 34% on the first anniversary of 3/4/2025 (the "Grant Date"); (ii) 16.5% on the date that is 18 months following the Grant Date; (iii) 16.5% on the second anniversary of the Grant Date; (iv) 16.5% on the date that is 30 months following the Grant Date; and (v) 16.5% on the third anniversary of the Grant Date. The RSUs were granted outside of the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan") as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).

Footnote F2

Represents options to purchase Class A Common Stock of the Issuer. The options will vest as follows: (i) 34% on the first anniversary of the Grant Date; (ii) 16.5% on the date that is 18 months following the Grant Date; (iii) 16.5% on the second anniversary of the Grant Date; (iv) 16.5% on the date that is 30 months following the Grant Date; and (v) 16.5% on the third anniversary of the Grant Date. The options were granted outside of the 2021 Plan as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).

Footnote F3

Represents the target number of performance stock units ("PSUs") granted. The PSUs represent the right to receive shares of Class A common stock of the Issuer in an amount from 0% to 200% of the target number of PSUs granted. The actual number of PSUs earned will be determined following a performance period ending January 29, 2028, based on the Issuer's total shareholder return during the performance period and subject to continued employment through the vesting date. The PSUs were granted outside of the 2021 Plan as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).