Petco Health & Wellness Company, Inc.

Item 5. Other Information.

Insider Trading Arrangements

None of our directors or Section 16 officers adopted or terminated a Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this Form 10-Q.

Amendment and Restatement of Bylaws

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.

Among other things, the amendments effected by the Third A&R Bylaws:

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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;

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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;

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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;

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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

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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.

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.