Petco Health & Wellness Company, Inc.
For the period ended Nov 1, 2025. Filed Dec 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 1, 2025 · Filed Dec 5, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-08-02; filed 2025-08-29.
0001826470-25-000015
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2025-11-01; filed 2025-12-05.
0001193125-25-309620
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 10 previous paragraphs and 20 current paragraphs.
10 unchanged; 0 reworded; 10 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
On December 2, 2025, in connection with the effectiveness of new SEC rules regarding universal proxy cards and subsequent Delaware law developments, certain changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of the Company, the Board of Directors approved and adopted an amendment and restatement of the Company’s Second Amended and Restated Bylaws (as so amended, the “Third A&R Bylaws”). The Third A&R Bylaws became effective immediately upon approval by the board of directors.
Current report
Among other things, the amendments effected by the Third A&R Bylaws:
Current report
clarify the notice procedures for adjournments of virtual meetings of stockholders and eliminate the requirement that the list of stockholders be open to examination at meetings of stockholders, in each case in accordance with 2022 amendments to the DGCL;
Current report
update certain procedural requirements related to director nominations by stockholders in light of the recently adopted Rule 14a-19 under the Exchange Act and reflect certain other related changes, including requiring: (1) additional background information and disclosures regarding stockholders proposing director nominations and other business, director nominees proposed by stockholders, and other persons related to a stockholder’s solicitation of proxies; and (2) any stockholder submitting a nomination notice to make a representation and provide confirmation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and the Third A&R Bylaws and to provide evidence that the stockholder has complied with such requirements;
Current report
require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which is reserved solely for use for solicitation by the board of directors;
Current report
require that a quorum cannot be readily convened for a meeting of the board of directors in order for the emergency bylaws described in Section 3.13 of the Third A&R Bylaws to become operative; and
Current report
make certain other non-substantive, ministerial, clarifying and conforming changes, including clarifying procedures around stockholders meetings, who can preside at board and stockholder meetings in Chairman’s absence, when stockholder votes can be disregarded and certain officer provisions to provide additional flexibility.
Current report
The foregoing description of the Third A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third A&R Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.