Petco Health and Wellness : 2024 Proxy Statement

NOTICE OF 2024 ANNUAL MEETING OF

STOCKHOLDERS AND 2024 PROXY STATEMENT

Monday, July 22, 2024 8:00 a.m. Pacific Time

Petco Health and Wellness Company, Inc.

10850 Via Frontera

San Diego, CA 92127

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

July 22, 2024

8:00 a.m. Pacific Time

www.virtualshareholdermeeting.com/WOOF2024

To Our Stockholders: We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Petco Health and Wellness Company, Inc. ("Petco" or, the "Company") on Monday, July 22, 2024 at 8:00 a.m., Pacific Time online via live audio webcast at www.virtualshareholdermeeting.com/WOOF2024 (the "Annual Meeting") for the following purposes:

1. To elect the four director nominees named in the proxy statement as Class I directors of the Company, each to serve for a three-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement, or disqualification (Proposal 1);
2. To approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal 2);
3. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025 (Proposal 3); and
4. To transact any other business that may be properly presented at the Annual Meeting or any adjournment or postponement thereof.

The Company's board of directors has determined to hold the Annual Meeting virtually. We believe that this is the right choice for Petco as it provides expanded stockholder access regardless of the size of the Annual Meeting or resources available to stockholders, improves communications, and allows the participants to attend the Annual Meeting safely and conveniently from any location at no additional cost.

Stockholders of record as of the close of business on May 28, 2024 are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof. Holders of Class A common stock are entitled to vote on all matters listed above. Holders of Class B-1 common stock are entitled to vote on all matters listed above except for Proposal 1, the election of the four director nominees named in the proxy statement as Class I directors of the Company. Holders of Class B-2 common stock are entitled to vote only on Proposal 1, the election of the four director nominees named in the proxy statement as Class I directors of the Company.

As permitted by the U.S. Securities and Exchange Commission (the "SEC"), we are providing access to our proxy materials online under the SEC's "notice and access" rules. As a result, unless you previously requested electronic or paper delivery of our proxy materials on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") instead of a paper copy of the proxy statement, our 2023 Annual Report, and a form of proxy card or voting instruction card (together, the "proxy materials"). This distribution process is more resource- and cost-efficient. The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how stockholders can receive a paper copy of the proxy materials. If you elect to receive a paper copy, the proxy materials will be mailed to you. The Notice is first being mailed, and the proxy materials are first being made available, to our stockholders on or about May 31, 2024.

All stockholders are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/WOOF2024. The Company has endeavored to provide stockholders attending the Annual Meeting with the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Annual Meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/WOOF2024. You will also be able to vote your shares electronically at the Annual Meeting.

To attend the Annual Meeting, vote, submit questions, or view the list of registered stockholders during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and log in using their 16-digit control number included on their proxy card or Notice. Beneficial owners should review the proxy materials and their voting instruction form or Notice for how to vote in advance of, and how to participate in, the Annual Meeting. Specifically, if you are a beneficial owner and your voting instruction form or the Notice does not indicate that you may vote the shares through the http://www.proxyvote.com website, you should contact your bank, broker, or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a "legal proxy" and follow their instructions to be able to attend, participate in, or vote at the Annual Meeting. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 7:45 a.m. Pacific Time on Monday, July 22, 2024. On the day of the Annual Meeting, if you experience technical difficulties either during the check-in process or during the Annual Meeting, a technical assistance phone number will be made available on the virtual meeting registration page approximately 15 minutes prior to the start of the Annual Meeting.

Your vote is important. Regardless of whether or not you participate in the Annual Meeting, we hope you vote as soon as possible. You may vote online or by phone, as indicated on your proxy card or voting instruction form, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting online or by phone, written proxy, or voting instruction card ensures your representation at the Annual Meeting regardless of whether you attend online.

By Order of the Board of Directors,

Giovanni Insana

Chief Legal Officer and Secretary

San Diego, California

May 31, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 22, 2024

The Notice, proxy statement, and the Company's 2023 Annual Report are available at www.proxyvote.com.

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our Annual Report to Stockholders for the fiscal year ended February 3, 2024 carefully before voting.

Meeting Information

Date:	Monday, July 22, 2024
Time:	8:00 a.m. Pacific Time
Virtual Meeting:	www.virtualshareholdermeeting.com/WOOF2024
Record Date:	May 28, 2024

How to Vote

Your vote is important. You may vote your shares in advance of the Annual Meeting via the Internet, by telephone or by mail, or during the meeting by attending and voting electronically. Please refer to the section "If I am a stockholder of record of the Company's shares, how do I vote?" on page 60 for detailed voting instructions. If you vote via the Internet, by telephone or plan to vote electronically during the Annual Meeting, you do not need to mail in a proxy card.

INTERNET

To vote before the meeting, visit

www.proxyvote.com. To vote at the

meeting, visit

www.virtualshareholdermeeting.com/ WOOF2024 You will need the control number printed on your notice, proxy card or voting instruction form.

TELEPHONE

Dial toll-free(1-800-690-6903) in

accordance with instructions on you proxy card or the telephone number on your voting instruction form in accordance with instructions on the form. You will need the control number printed on your notice, proxy card or voting instruction form.

MAIL

If you received a paper copy of the proxy materials, send your completed and signed proxy card or voting instruction form using the enclosed postage-paid envelope.

We first began sending our stockholders a Notice Regarding the Internet Availability of Proxy Materials, and made our proxy materials available, on or about May 31, 2024.

Proposals

PROPOSAL #1

Directors

PROPOSAL #2

Say-On-Pay

PROPOSAL #3

Auditor

Ratification

To elect the four director nominees named in the proxy statement as Class I directors of the Company, each to serve for a three-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification (Proposal 1).

• Our Board unanimously recommends that you vote "FOR ALL" of the director nominees.

To approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal 2).

• Our Board unanimously recommends that you vote "FOR" approval, on a non-binding, advisory basis, of the 2023 compensation of our named executive officers.

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025 (Proposal 3).

• Our Board unanimously recommends that you vote "FOR" ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024.

1

Board Qualifications

Strategic Planning/Strategy Development	11
Retail Experience	11
Senior Executive Leadership	9
Accounting/Financial Reporting	8
Public Company Experience	11
Human Capital Management	5

Board Tenure, Age, Diversity, and Independence

Tenure

Age

Gender

Diversity

Independent

(Race/Ethnicity)

5+ Yrs

0-4 Yrs

56+ Yrs

50 Yrs

Male

Female

Other

Diverse

Non

Independent

Independent

5

Average

6

6

Average

4

7

4

7

4

5

6

36%

36%

45%

4

55

Female

Diverse

Independent

Years

Years

51-55 Yrs

1

Fiscal 2023 Performance Highlights

NET REVENUECOMPARABLE SALES

$6.3B	+1.8% YoY
+3.6% YoY
MOBILE VETERINARY CLINICS	FULL-SERVICE VETERINARY HOSPITALS
1,400 per week	280+
at Fiscal Year End	at Fiscal Year End

2

TABLE OF CONTENTS
SUSTAINABILITY AND CORPORATE RESPONSIBILITY	5
Sustainability Overview	5
ESG Governance	5
Petco Love	6
Human Capital	6
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	8
Status as a Controlled Company	8
Composition of the Board of Directors	8
Director Independence	16
Board Leadership Structure	16
Executive Sessions	16
Director Nominations	16
Procedures for Recommending Individuals to Serve as Directors	16
Board Qualifications and Diversity	17
Committees of our Board of Directors	18
Strategy and Risk Oversight	20
Stockholder Engagement	20
Communications with Directors	20
Code of Business Conduct and Ethics	20
Principles of Corporate Governance	21
Fiscal Year 2023 Director Compensation	21
PROPOSAL 1-ELECTION OF DIRECTORS	23
INFORMATION REGARDING OUR EXECUTIVE OFFICERS	24
EXECUTIVE COMPENSATION	25
Compensation Discussion and Analysis	25
Compensation Committee Report	34
Executive Compensation Tables	34
PROPOSAL 2-NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	51
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	52
Principal Accountant Fees and Services	52
Pre-Approval of Audit and Non-Audit Services Policy	52
AUDIT COMMITTEE REPORT	53
PROPOSAL 3-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	54
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	55
Procedures for Review, Approval, and Ratification of Related Person Transactions	55
Related Person Transactions	55
BENEFICIAL OWNERSHIP OF SECURITIES	57
QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING	59
OTHER MATTERS	62
Other Business	62
Submission of Stockholder Proposals for the 2025 Annual Meeting	62
Householding Information	62
Where You Can Find More Information	62

3

Forward-Looking Statements and Website References

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical fact, including, but not limited to, statements regarding our social, environmental, and other sustainability plans and goals. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including the risk factors that we identify in our U.S. Securities and Exchange Commission filings, and actual results may differ materially from the results discussed in such forward- looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be

required by applicable law, regulation, or other competent legal authority. Forward-looking and other statements in this document may also address our progress, plans, and goals with respect to social and sustainability initiatives, and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the U.S. Securities and Exchange Commission. Such plans and goals may change, and statements regarding such plans and goals are not guarantees or promises that they will be met. In addition, historical, current, and forward-lookingsustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

4

SUSTAINABILITY AND CORPORATE RESPONSIBILITY

Our commitment to improving the lives of pets, pet parents, and our own Petco partners is making a tangible impact. At Petco, we are dedicated to investing in and meeting the pet welfare needs of every community where our pet care centers are located. Relatedly, we believe that environmental sustainability is fundamental to the future health and wellness of pets, pet parents, and our own Petco partners.

Sustainability Overview

We are committed to being a positive contributor to the planet we share, now and in the future. Over the last four years, we've closely examined social responsibility and sustainability efforts across our business - from pet care, product development and sourcing, to packaging, labeling, delivery, and beyond - which led to the development of our sustainability platform: a strategic plan to set the standard in responsible pet care, help people thrive, and preserve the health of our planet. These efforts culminated in the publication of our first Sustainability Report in June 2021, followed by hosting our first Sustainable Product Vendor Summit in September 2021. And in January 2022, we engaged a third party to conduct a company-wide assessment across a range of environmental, social, and governance ("ESG") metrics to assist with building a focused short- to mid-term framework of ESG initiatives for us to undertake. We are proud of our other achievements and recognition thus far, which include:

Petco's Progress

• Ranking in the top 8% in the Retailing industry in the S&P Global CSA as of November 24, 2023.
• Ranking 10th among retailers in Newsweek's "America's Most Responsible Companies 2024" list.
• Awarded the American Humane Certified™ Seal of Approval for the third year in a row, the only pet retailer with this certification.

Setting the Standard in Responsible Pet Care

• Launching our Clean Grooming initiative, which eliminated unnecessary ingredients from grooming products on our shelves and in our salons, including parabens, phthalates, and chemical dyes.
• Increasing access to veterinary care by expanding our full-service veterinary hospital locations to 288 and our weekly Vetco mobile clinics to 1,400 by the end of fiscal 2023.
• Sourcing nearly 92% of the aquatic life sold at our pet care centers from aquaculture, including freshwater fish and coral.

Helping People Thrive

• Implementing an increase in every non-trainee partner's base wage to at least $15 an hour in fiscal 2023. This change, along with other adjustments, resulted in approximately 8% average wage increases for our pet care center partners.

• Implementing investments in fertility care, medical travel, and mental health benefits in fiscal 2023.
• Supporting our partner resource groups, which enable partners to build connections among themselves and their communities, as well as our diversity, inclusion, and belonging programs to encourage partners to bring their "whole selves" to work. We currently have 7 partner resource groups: Ability at Petco; Black at Petco; LGBTQIA+ at Petco; Pan Asian American at Petco; Petcontigo (Latinx) at Petco; Military and Veterans at Petco; and Women at Petco.
• Providing nearly 650,000 hours of training across our pet care center partners in fiscal 2023.
• Providing career- or skills-related training to 91% of our total workforce across all Petco locations in fiscal 2023.
• Nearly 40% of open General Manager and District General Manager positions were filled by internal candidates, either through lateral moves or promotions, in fiscal 2023.

Preserving the Health of Our Planet

• Launching a new recycling pilot program in 41 pet care centers to divert plastic waste from landfills, collecting 4 tons of LDPE plastic and converting it into composite decking material in fiscal 2023.
• Removing more than 1,100 pounds of trash from entering our waterways through company-wide community cleanup events in fiscal 2023.
• Reallocating 5,665 pounds of inventory that would have previously been discarded through our repurposing inventory program in fiscal 2023.
• Offering training on hazardous waste to all our employees, with an over 97% completion rate in fiscal 2023.

As we continue to develop our ESG program and execute our ESG initiatives, we will strive to lead the industry in making a difference for the world and all those in it, and we look forward to sharing future updates on our progress and execution against our goals in our upcoming 2023 Sustainability Report.

• Inclusion of information herein or in any of our Sustainability Reports, or identifying it as material for purposes of any such report or assessing our ESG initiatives, should not be construed as a characterization of the materiality or financial impact of that information with respect to Petco or for purposes of any SEC filings of Petco. For cautionary information and forward-looking statements regarding our sustainability efforts and other ESG information, see page 4 of this proxy statement.

ESG Governance

We are both propelled by, and held accountable for, our sustainability efforts by our board of directors (our "board" or, our "board of

5

directors") as well as our executive leadership team, who believe in the importance of sustainability for the long-term success of our business. Our board oversees ESG issues through its nominating and corporate governance committee, which reviews and provides guidance on our sustainability efforts, progress, initiatives, and priorities.

Our Vice President of Sustainability leads our efforts to implement our ESG strategy on a day-to-day basis, identifying and aligning resources and priorities, facilitating internal collaboration, and driving our performance. The role reports to our Chief ESG and Communications Officer.

Our leaders view sustainability not as a separate stream of activity to our main business, but as integrated into our identity and operations. To support that integration, we have two groups of key internal stakeholders to help provide insight from across the business, support strategic alignment, champion initiatives, and help to embed them:

• Our Sustainability Executive Steering Committee includes executive-levelsustainability champions who oversee important aspects of our business. In addition to helping develop our strategy, their involvement supports the integration of sustainability considerations and initiatives throughout our business.
• Our Sustainability Task Force includes key representatives and subject matter experts from core business areas. They drive the implementation of our initiatives both within their departments and cross-functionally and discuss ideas for improvement and innovation.

Petco Love

Petco Love is a nonprofit organization changing lives by making communities and pet families healthier, stronger, and closer. It is a separately incorporated 501(c)(3) nonprofit organization supported both by contributions from us and contributions from Petco customers and community partners. Since its founding in 1999, Petco Love has inspired and empowered animal welfare organizations to make a difference, investing nearly $380 million in adoption and medical care programs, spay/neuter services, pet cancer research, service and therapy animals, and numerous other lifesaving initiatives. Through the Think Adoption First program, Petco Love partners with our pet care centers and animal welfare organizations across the country to increase pet adoptions, helping nearly 7 million pets to date find their new loving families.

In April 2021, Petco Love launched Petco Love Lost, a searchable database that uses facial recognition technology to help reunite lost pets with their families should they ever go missing. At the end of fiscal 2023, nearly 3,000 animal welfare organizations and pet industry partners across the U.S. have adopted the platform, and Petco Love Lost has helped return over 34,000 pets to their loving homes.

Launched in August 2021, Petco Love's Vaccinated and Loved initiative marked a significant milestone when it reached its two

6

millionth free pet vaccine in November 2023, and subsequently committed to distributing another one million free pet vaccines. Since that milestone, Petco Love continued the distribution of free pet vaccines to its partners, bringing the total number of vaccines distributed as part of its Vaccinated and Loved initiative to more than

2.2 million by the end of fiscal 2023. Distributing these much-needed vaccinations in under-resourced communities is something Petco Love believes gives all pets the best chance to live long and healthy lives.

Human Capital

Our Partners

Our employees, who we call our Petco partners, are our most significant assets, critical to the delivery of our continued progress. We endeavor to maintain an open culture where great people have the opportunity to flourish, and to empower our partners to deliver on our mission of improving lives. We encourage candid feedback, a broad range of opinions, innovative thinking, and, importantly, people who have a real passion for pets.

We strive to provide opportunities for our partners to grow and develop in their careers. We offer competitive compensation and benefits programs, as well as a range of health and wellness offerings, to help meet the needs of our partners and their families. In addition to base cash compensation, we offer our partners a mix of annual bonuses, equity awards, various incentive plans, an Employee Stock Purchase Plan, a 401(k) Plan with company match, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, and a range of employee assistance programs, including investments in fertility care, medical travel, and mental health benefits that were implemented in fiscal 2023. In addition, we offer a range of webinars, trainings, and subscriptions to support our partners' total wellbeing. Finally, in fiscal 2023 we completed the implementation of an increase in every non-trainee partner's base wage to at least $15 an hour. This change, along with other adjustments, resulted in approximately 8% average wage increases for our pet care center partners.

We also invest significant resources to attract, develop, and retain top talent. In recent years, we have introduced foundational leadership development training for all new General Managers and above, provided comprehensive pet health and wellness certifications in select pet care centers (with plans to expand to all pet care centers in fiscal 2024), and continuous development of sales and customer engagement skills. In fiscal 2023, we are proud to have provided nearly 650,000 hours of training across our pet care center partners. In addition, nearly 40% of open General Manager and District General Manager positions were filled by internal candidates, either through lateral moves or promotions.

Diversity, Equity, and Inclusion

Our employees are our partners and we strive to create an environment that embraces diverse backgrounds and perspectives. Our commitment to fostering equal employment opportunities and a diverse, equitable, and inclusive environment is key to our mission of improving the lives of pets, pet parents, and the Petco partners who