CENTRAL GARDEN & PET CO

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the repurchases of any equity securities during the fiscal quarter ended June 28, 2025 and the dollar amount of authorized share repurchases remaining under our stock repurchase program.

(1)In August 2019, our Board of Directors authorized a share repurchase program to purchase up to $100 million of our common stock (the "2019 Repurchase Authorization”), which authorization was fully utilized in the third quarter of fiscal 2025. In December 2024, our Board of Directors authorized a $100 million increase in the share repurchase program (the "2024 Repurchase Authorization"). The 2024 Repurchase Authorization has no fixed expiration date and expires when the amount authorized has been used or the Board withdraws its authorization. The repurchase of shares may be limited by certain financial covenants in our credit facility that restrict our ability to repurchase our stock. As of June 28, 2025, we had $46.5 million of authorization remaining under our 2024 Repurchase Authorization.

(2)In February 2019, our Board of Directors authorized us to make supplemental stock purchases to minimize dilution resulting from issuances under our equity compensation plans (the “Equity Dilution Authorization”). In addition to our 2024 Repurchase Authorization, we are permitted to purchase annually a number of shares equal to the number of shares of restricted stock and stock options granted in the current fiscal year and the prior fiscal year, to the extent not already repurchased. The Equity Dilution Authorization has no fixed expiration date and expires when the Board withdraws its authorization.

(3)Shares purchased during the period indicated include withholding of a portion of shares to cover taxes in connection with the vesting of restricted stock and do not reduce the dollar value of shares that may be purchased under our stock repurchase plan.

(4)During the period, we repurchased 1,699,274 shares under the two programs: 1,131,014 CENTA shares and 568,260 CENT shares, including 8,191 shares repurchased under the Equity Dilution Authorization and 1,691,083 shares repurchased under the 2024 and 2019 Repurchase Authorizations.