Core Insights - Petco Health and Wellness raised its full-year guidance for a key profitability metric, leading to a significant stock price increase of almost 24% following the release of its second-quarter earnings [1] Financial Performance - Petco's net sales for the second quarter declined over 2% year-over-year to $1.5 billion, which was anticipated by management and slightly exceeded analyst predictions of $1.49 billion [2] - Comparable sales fell by 1.4% for the quarter, but the company reported a GAAP net profit of nearly $14 million, or $0.05 per share, a turnaround from a loss of nearly $25 million in the same quarter of 2024 [3] - Analysts had lower expectations for profitability, with an average estimate of only $0.01 per share [3] Strategic Outlook - CEO Joel Anderson stated that the first half of the year established a solid foundation for the company's transformation, focusing on strengthening its economic model and improving retail operating fundamentals [4] - Petco raised its guidance for non-GAAP EBITDA for the full year 2025 to a range of $385 million to $395 million, despite anticipating net sales to decline in the low-single-digit percentages compared to 2024 [4]

[General Information](index=1&type=section&id=General%20Information) Petco Health and Wellness Company, Inc. filed its Form 10-Q for the quarter ended August 2, 2025, incorporated in Delaware, trading on Nasdaq under WOOF, and classified as an accelerated filer [Filing Details](index=1&type=section&id=Filing%20Details) Petco Health and Wellness Company, Inc. filed its Form 10-Q for the quarterly period ended August 2, 2025. The company is incorporated in Delaware, trades on Nasdaq under WOOF, and is classified as an accelerated filer - The document is a Quarterly Report on Form 10-Q for the period ended August 2, 2025[2](index=2&type=chunk) - Petco Health and Wellness Company, Inc. is incorporated in Delaware with Commission File Number: **001-39878**[2](index=2&type=chunk) Title of each class and Trading Symbol(s) | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Class A Common Stock, par value $0.001 per share | WOOF | The Nasdaq Stock Market LLC | - The registrant is an **accelerated filer**[4](index=4&type=chunk) Shares Outstanding as of August 27, 2025 | Class of Stock | Number of Shares Outstanding | | :--------------- | :--------------------------- | | Class A Common Stock | 242,466,853 | | Class B-1 Common Stock | 37,790,781 | | Class B-2 Common Stock | 37,790,781 | [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section outlines the nature of forward-looking statements within the Form 10-Q, emphasizing that they are based on current expectations and assumptions, subject to significant uncertainties and risks, and are not guarantees of future performance [Nature and Risks of Forward-Looking Statements](index=3&type=section&id=Nature%20and%20Risks%20of%20Forward-Looking%20Statements) This section outlines the nature of forward-looking statements within the Form 10-Q, emphasizing that they are based on current expectations and assumptions, subject to significant uncertainties and risks, and are not guarantees of future performance - Forward-looking statements concern expectations, beliefs, plans, objectives, goals, strategies, future events or performance, and underlying assumptions, rather than historical facts[8](index=8&type=chunk) - Such statements are subject to many risks, uncertainties, and other factors, including increased competition, reduced consumer demand, reliance on key vendors, ability to attract and retain qualified employees, and macroeconomic pressures (inflation, interest rates, tariffs)[10](index=10&type=chunk) - The company undertakes no duty to update publicly any forward-looking statement, except as may be required by applicable law[11](index=11&type=chunk) [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents Petco's unaudited consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, equity, and cash flows, along with detailed notes [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This item provides the unaudited consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, equity, and cash flows, along with detailed notes explaining significant accounting policies and specific financial line items [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (in thousands) | Metric | August 2, 2025 | February 1, 2025 | Change ($) | Change (%) | | :-------------------------------- | :------------- | :--------------- | :--------- | :--------- | | Cash and cash equivalents | $188,748 | $165,756 | $22,992 | 13.9% | | Merchandise inventories, net | $608,506 | $653,329 | ($44,823) | (6.9%) | | Total current assets | $939,558 | $973,619 | ($34,061) | (3.5%) | | Total assets | $5,153,282 | $5,194,430 | ($41,148) | (0.8%) | | Total current liabilities | $1,058,566 | $1,139,163 | ($80,597) | (7.1%) | | Total liabilities | $4,014,179 | $4,080,800 | ($66,621) | (1.6%) | | Total stockholders' equity | $1,139,103 | $1,113,630 | $25,473 | 2.3% | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Consolidated Statements of Operations Highlights (Thirteen Weeks Ended, in thousands) | Metric | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :------------------------------------------------ | :------------- | :------------- | :--------- | :--------- | | Total net sales | $1,488,529 | $1,523,755 | ($35,226) | (2.3%) | | Gross profit | $585,319 | $580,725 | $4,594 | 0.8% | | Operating income (loss) | $43,022 | $2,468 | $40,554 | 1643.2% | | Net income (loss) attributable to Class A and B-1 common stockholders | $13,972 | ($24,823) | $38,795 | N/A | | Basic Net income (loss) per share | $0.05 | ($0.09) | $0.14 | N/A | Consolidated Statements of Operations Highlights (Twenty-six Weeks Ended, in thousands) | Metric | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :------------------------------------------------ | :------------- | :------------- | :--------- | :--------- | | Total net sales | $2,981,928 | $3,052,895 | ($70,967) | (2.3%) | | Gross profit | $1,155,287 | $1,159,385 | ($4,098) | (0.4%) | | Operating income (loss) | $59,381 | ($14,314) | $73,695 | N/A | | Net income (loss) attributable to Class A and B-1 common stockholders | $2,311 | ($71,306) | $73,617 | N/A | | Basic Net income (loss) per share | $0.01 | ($0.26) | $0.27 | N/A | [Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) Consolidated Statements of Comprehensive Income (Loss) Highlights (Thirteen Weeks Ended, in thousands) | Metric | August 2, 2025 | August 3, 2024 | Change ($) | | :------------------------------------------------ | :------------- | :------------- | :--------- | | Net income (loss) attributable to Class A and B-1 common stockholders | $13,972 | ($24,823) | $38,795 | | Foreign currency translation adjustment | $7,637 | ($10,921) | $18,558 | | Total other comprehensive income (loss), net of tax | $8,346 | ($19,631) | $27,977 | | Comprehensive income (loss) attributable to Class A and B-1 common stockholders | $22,318 | ($44,454) | $66,772 | Consolidated Statements of Comprehensive Income (Loss) Highlights (Twenty-six Weeks Ended, in thousands) | Metric | August 2, 2025 | August 3, 2024 | Change ($) | | :------------------------------------------------ | :------------- | :------------- | :--------- | | Net income (loss) attributable to Class A and B-1 common stockholders | $2,311 | ($71,306) | $73,617 | | Foreign currency translation adjustment | $7,669 | ($9,256) | $16,925 | | Total other comprehensive income (loss), net of tax | $5,952 | ($12,444) | $18,396 | | Comprehensive income (loss) attributable to Class A and B-1 common stockholders | $8,263 | ($83,750) | $92,013 | [Consolidated Statements of Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Equity) Total Stockholders' Equity (in thousands) | Date | Amount | | :---------------- | :------- | | August 2, 2025 | $1,139,103 | | February 1, 2025 | $1,113,630 | | **Change** | **$25,473** | - Key drivers for the increase in total stockholders' equity from February 1, 2025, to August 2, 2025, include **net income of $13,972 thousand** and **equity-based compensation expense of $18,252 thousand** (sum of two quarters)[24](index=24&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Cash Flows (Twenty-six Weeks Ended, in thousands) | Cash Flow Activity | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :---------------------------------------- | :------------- | :------------- | :--------- | :--------- | | Net cash provided by operating activities | $70,438 | $60,956 | $9,482 | 15.6% | | Net cash used in investing activities | ($58,091) | ($58,065) | ($26) | (0.0%) | | Net cash used in financing activities | ($4,280) | ($5,894) | $1,614 | 27.4% | | Net increase (decrease) in cash, cash equivalents and restricted cash | $8,067 | ($3,003) | $11,070 | N/A | - Cash, cash equivalents and restricted cash at the end of the period increased to **$189,732 thousand** as of August 2, 2025, from **$133,646 thousand** as of August 3, 2024[26](index=26&type=chunk) - The increase in operating cash flows was primarily driven by a decrease in inventory purchases, lower payroll and fringe benefits, and reduced operational costs, partially offset by higher payouts of prior year accrued incentive bonuses[107](index=107&type=chunk)[108](index=108&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) [Note 1. Summary of Significant Accounting Policies](index=10&type=section&id=Note%201.%20Summary%20of%20Significant%20Accounting%20Policies) - The consolidated financial statements are prepared in accordance with GAAP for interim financial information and instructions to Form 10-Q, with no significant changes from the prior annual report[31](index=31&type=chunk)[32](index=32&type=chunk) - The Company uses interest rate cap, collar, and swap agreements as cash flow hedges to limit exposure to variable interest rates (Term SOFR), with fair value changes reported in accumulated other comprehensive income (loss)[34](index=34&type=chunk)[35](index=35&type=chunk) [Note 2. Revenue Recognition](index=11&type=section&id=Note%202.%20Revenue%20Recognition) Net Sales by Product Type and Services (Thirteen Weeks Ended, in thousands) | Category | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :---------------------------- | :------------- | :------------- | :--------- | :--------- | | Consumables | $729,918 | $744,766 | ($14,848) | (2.0%) | | Supplies and companion animals | $495,687 | $518,983 | ($23,296) | (4.5%) | | Services and other | $262,924 | $260,006 | $2,918 | 1.1% | | **Net sales** | **$1,488,529** | **$1,523,755** | **($35,226)** | **(2.3%)** | Net Sales by Product Type and Services (Twenty-six Weeks Ended, in thousands) | Category | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :---------------------------- | :------------- | :------------- | :--------- | :--------- | | Consumables | $1,477,988 | $1,508,740 | ($30,752) | (2.0%) | | Supplies and companion animals | $989,508 | $1,034,740 | ($45,232) | (4.4%) | | Services and other | $514,432 | $509,415 | $5,017 | 1.0% | | **Net sales** | **$2,981,928** | **$3,052,895** | **($70,967)** | **(2.3%)** | [Note 3. Goodwill](index=11&type=section&id=Note%203.%20Goodwill) - The Company has one reporting unit and performs annual goodwill impairment tests in the fourth quarter, or more frequently if warranted[38](index=38&type=chunk) - An interim impairment test was performed in the first quarter of fiscal 2024 due to declines in share price, but goodwill was not impaired as the estimated fair value exceeded its carrying value[39](index=39&type=chunk) - No triggering events or indications of goodwill impairment were identified during the thirteen weeks ended August 3, 2024, and the thirteen and twenty-six week periods ended August 2, 2025[41](index=41&type=chunk) [Note 4. Senior Secured Credit Facilities](index=11&type=section&id=Note%204.%20Senior%20Secured%20Credit%20Facilities) - The First Lien Term Loan had an outstanding principal balance of **$1,595.3 million** as of August 2, 2025, with a weighted average interest rate of **7.9%**[45](index=45&type=chunk) - The ABL Revolving Credit Facility has availability of up to **$581.0 million**, with **$495.2 million** available as of August 2, 2025, and no amounts outstanding[42](index=42&type=chunk)[47](index=47&type=chunk) - The Company was in compliance with its covenants under both the First Lien Term Loan and the ABL Revolving Credit Facility as of August 2, 2025[44](index=44&type=chunk) [Note 5. Derivative Instruments](index=12&type=section&id=Note%205.%20Derivative%20Instruments) - The Company uses interest rate swap, caps, and collars as cash flow hedges to manage variable interest rate risk related to Term SOFR[49](index=49&type=chunk) - As of August 2, 2025, accumulated other comprehensive income (loss) included unrealized losses of **$1.9 million** (**$1.5 million**, net of tax) from cash flow hedges[49](index=49&type=chunk) - Approximately **$0.2 million** of pre-tax gains deferred in AOCI were reclassified to interest expense during the thirteen weeks ended August 2, 2025[49](index=49&type=chunk) [Note 6. Fair Value Measurements](index=13&type=section&id=Note%206.%20Fair%20Value%20Measurements) Assets Measured at Fair Value on a Recurring Basis (August 2, 2025, in thousands) | Asset | Level 1 | Level 2 | Level 3 | | :------------------------------ | :------ | :------ | :------ | | Money market mutual funds | $136,983 | $— | $— | | Investments of officers' life insurance | $— | $15,031 | $— | - No impairment was identified for goodwill or the indefinite-lived trade name during the reported periods, following an interim test in fiscal 2024 for both assets[56](index=56&type=chunk)[58](index=58&type=chunk) - Fixed asset and right-of-use asset impairment charges of **$0.3 million** and **$0.9 million** were recorded for the thirteen and twenty-six week periods ended August 2, 2025, respectively[58](index=58&type=chunk) [Note 7. Stockholders' Equity](index=14&type=section&id=Note%207.%20Stockholders'%20Equity) Equity-Based Compensation Expense by Award Type (Thirteen Weeks Ended, in thousands) | Award Type | August 2, 2025 | August 3, 2024 | | :----------- | :------------- | :------------- | | RSUs and RSAs | $6,908 | $8,946 | | Options | $1,439 | $2,465 | | ESPP | $415 | $314 | | Other awards | $27 | $189 | | **Total** | **$8,789** | **$11,914** | Equity-Based Compensation Expense by Award Type (Twenty-six Weeks Ended, in thousands) | Award Type | August 2, 2025 | August 3, 2024 | | :----------- | :------------- | :------------- | | RSUs and RSAs | $14,643 | $19,668 | | Options | $2,804 | $8,018 | | ESPP | $753 | $634 | | Other awards | $9 | $1,028 | | **Total** | **$18,209** | **$29,348** | - Approximately **16.5 million** potential shares were anti-dilutive and excluded from the computation of diluted shares outstanding during the twenty-six weeks ended August 2, 2025[66](index=66&type=chunk) [Note 8. Commitments and Contingencies](index=15&type=section&id=Note%208.%20Commitments%20and%20Contingencies) - The Company is involved in legal proceedings and subject to other claims and litigation arising in the ordinary course of its business[67](index=67&type=chunk) - Accruals have been made for certain matters, but are not considered individually or in the aggregate material[67](index=67&type=chunk) - Management does not currently expect these matters to have a material adverse effect on its consolidated financial statements, though the ultimate outcome of any litigation is inherently uncertain[68](index=68&type=chunk) [Note 9. Reportable Segment](index=16&type=section&id=Note%209.%20Reportable%20Segment) - The Company manages its business as **one reportable operating segment**[29](index=29&type=chunk)[69](index=69&type=chunk) - Consolidated net income (loss) is the measure of segment profit or loss, and total assets is the measure of segment assets[69](index=69&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a comprehensive discussion and analysis of Petco's financial condition and results of operations for the periods presented, including an overview of the business, key performance indicators, an executive summary of financial results, detailed analysis of revenue and expenses, reconciliation of non-GAAP measures, and insights into liquidity and capital resources [Overview](index=17&type=section&id=Overview) - Petco is a pet specialty retailer focused on improving the lives of pets, pet parents, and partners through an omnichannel ecosystem including over **1,500 pet care centers** and digital channels[72](index=72&type=chunk) - The company collaborates with Petco Love, a nonprofit organization, which has helped find homes for approximately **7 million animals**[74](index=74&type=chunk) - Macroeconomic factors such as interest rates, inflationary pressures, tariffs, and global economic/geopolitical developments continue to impact results, with their duration and ultimate severity being unpredictable[75](index=75&type=chunk) [How We Assess the Performance of Our Business](index=17&type=section&id=How%20We%20Assess%20the%20Performance%20of%20Our%20Business) - Key performance measures include comparable sales, Adjusted EBITDA, and Free Cash Flow, used to evaluate operating performance, generate future plans, and make strategic capital allocation decisions[77](index=77&type=chunk)[79](index=79&type=chunk) - Comparable sales measure period-over-period net sales from locations and digital sites open for **12 full fiscal months**, aiming to increase customer retention, frequency of visits, and basket size[77](index=77&type=chunk)[78](index=78&type=chunk) - Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures, presented with reconciliations to GAAP measures, and are not considered substitutes for GAAP results[79](index=79&type=chunk)[95](index=95&type=chunk) [Executive Summary](index=18&type=section&id=Executive%20Summary) Executive Summary of Financial Results (Thirteen Weeks Ended) | Metric | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :------------------------------------------------ | :------------- | :------------- | :--------- | :--------- | | Net sales | $1.49 billion | $1.52 billion | ($35.2 million) | (2.3%) | | Comparable sales change | (1.4%) | 0.3% | (1.7%) pts | N/A | | Operating income | $43.0 million | $2.5 million | $40.5 million | 1643.2% | | Net income (loss) attributable to Class A and B-1 common stockholders | $14.0 million | ($24.8 million) | $38.8 million | N/A | | Adjusted EBITDA | $113.9 million | $83.5 million | $30.4 million | 36.4% | [Thirteen and Twenty-six Weeks Ended August 2, 2025 Compared with Thirteen and Twenty-six Weeks Ended August 3, 2024](index=19&type=section&id=Thirteen%20and%20Twenty-six%20Weeks%20Ended%20August%202,%202025%20Compared%20with%20Thirteen%20and%20Twenty-six%20Weeks%20Ended%20August%203,%202024) [Net Sales and Comparable Sales](index=19&type=section&id=Net%20Sales%20and%20Comparable%20Sales) Net Sales and Comparable Sales Change | Period | Net Sales Change (%) | Comparable Sales Change (%) | | :---------------------------- | :------------------- | :------------------------ | | Thirteen weeks ended Aug 2, 2025 | (2.3%) | (1.4%) | | Twenty-six weeks ended Aug 2, 2025 | (2.3%) | (1.3%) | - The sales decrease primarily reflects lower transaction volume and a lower pet care center count, alongside a disciplined approach to managing unit costs, pricing, and promotional strategies[84](index=84&type=chunk) - The company continues to experience momentum in services, driven by strategic investments in customer acquisition and retention, and optimization of its veterinary hospital footprint[84](index=84&type=chunk) [Gross Profit](index=20&type=section&id=Gross%20Profit) Gross Profit Rate as Percentage of Net Sales | Period | August 2, 2025 | August 3, 2024 | | :---------------------------- | :------------- | :------------- | | Thirteen weeks ended | 39.3% | 38.1% | | Twenty-six weeks ended | 38.7% | 38.0% | - The increase in gross profit rate reflects improved utilization of the services footprint, as well as more effective management of inventory, unit costs, pricing, and promotional strategies[86](index=86&type=chunk) [Selling, General and Administrative ("SG&A") Expenses](index=20&type=section&id=Selling,%20General%20and%20Administrative%20(%22SG%26A%22)%20Expenses) SG&A Expenses as Percentage of Net Sales | Period | August 2, 2025 | August 3, 2024 | | :---------------------------- | :------------- | :------------- | | Thirteen weeks ended | 36.4% | 37.9% | | Twenty-six weeks ended | 36.8% | 38.4% | - The decrease in SG&A expenses was primarily due to lower payroll and other compensation costs, including improved actuarial results from employee benefits optimization initiatives, and lower consulting costs[87](index=87&type=chunk) - The prior year's twenty-six week period included disposition costs related to the Pupbox business[87](index=87&type=chunk) [Interest Expense](index=20&type=section&id=Interest%20Expense) Interest Expense (in thousands) | Period | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :---------------------------- | :------------- | :------------- | :--------- | :--------- | | Thirteen weeks ended | $33,297 | $36,805 | ($3,508) | (9.5%) | | Twenty-six weeks ended | $66,791 | $73,622 | ($6,831) | (9.3%) | - The decrease in interest expense was primarily driven by lower interest rates on the First Lien Term Loan[88](index=88&type=chunk) [Other Non-Operating Loss](index=20&type=section&id=Other%20Non-Operating%20Loss) - No other non-operating income or loss was recognized during the thirteen and twenty-six week periods ended August 2, 2025[89](index=89&type=chunk) - An other non-operating loss of **$2.7 million** was recognized for the twenty-six weeks ended August 3, 2024[89](index=89&type=chunk) [Income Tax Expense (Benefit)](index=21&type=section&id=Income%20Tax%20Expense%20(Benefit)) Income Tax Expense (Benefit) (in thousands) | Period | August 2, 2025 | Effective Tax Rate | August 3, 2024 | Effective Tax Rate | | :---------------------------- | :------------- | :----------------- | :------------- | :----------------- | | Thirteen weeks ended | $746 | 5.1% | ($4,651) | 14.7% | | Twenty-six weeks ended | $1,241 | 34.9% | ($9,128) | 11.3% | - The change in effective tax rates was primarily driven by a change in earnings and a decrease in the amount of compensation associated expenses not expected to be deductible for corporate income tax purposes[90](index=90&type=chunk) - The One Big Beautiful Bill Act (OBBBA), enacted July 4, 2025, reduced current income tax expense (due to **100% bonus depreciation** and immediate expensing of R&E) but was substantially offset by an increase in deferred income tax expense, with no material impact on the effective tax rate for the period[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) [Reconciliation of Non-GAAP Financial Measures to GAAP Measures](index=21&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures%20to%20GAAP%20Measures) - Non-GAAP financial measures, including Adjusted EBITDA and Free Cash Flow, are presented to enhance understanding of financial and operational performance by excluding certain material non-cash, unusual, or non-recurring items[96](index=96&type=chunk)[100](index=100&type=chunk) - These non-GAAP measures are used by management and the board to evaluate operating performance, generate future operating plans, and make strategic decisions regarding capital allocation[96](index=96&type=chunk) - Non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered superior to, as a substitute for, or alternative to, GAAP measures[95](index=95&type=chunk) [Adjusted EBITDA](index=21&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA and Margin (Thirteen Weeks Ended, in thousands) | Metric | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :------------------ | :------------- | :------------- | :--------- | :--------- | | Adjusted EBITDA | $113,860 | $83,523 | $30,337 | 36.3% | | Adjusted EBITDA Margin | 7.6% | 5.5% | 2.1% pts | N/A | Adjusted EBITDA and Margin (Twenty-six Weeks Ended, in thousands) | Metric | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :------------------ | :------------- | :------------- | :--------- | :--------- | | Adjusted EBITDA | $203,309 | $159,167 | $44,142 | 27.7% | | Adjusted EBITDA Margin | 6.8% | 5.2% | 1.6% pts | N/A | - Adjusted EBITDA includes **50%** of the Mexico joint venture's operating results, adjusted to reflect a basis comparable to the company's Adjusted EBITDA[98](index=98&type=chunk) [Free Cash Flow](index=22&type=section&id=Free%20Cash%20Flow) Free Cash Flow (Twenty-six Weeks Ended, in thousands) | Metric | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------- | :------------- | :--------- | :--------- | | Net cash provided by operating activities | $70,438 | $60,956 | $9,482 | 15.6% | | Cash paid for fixed assets | ($60,516) | ($60,029) | ($487) | (0.8%) | | **Free Cash Flow** | **$9,922** | **$927** | **$8,995** | **970.3%** | - Free Cash Flow is calculated as net cash provided by operating activities less cash paid for fixed assets, measuring the ability to generate additional cash from business operations[100](index=100&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) [Overview (Liquidity)](index=23&type=section&id=Overview%20(Liquidity)) - Primary sources of liquidity are funds generated by operating activities and available capacity for borrowings on the **$581.0 million** ABL Revolving Credit Facility[103](index=103&type=chunk) Total Liquidity (August 2, 2025, in millions) | Component | Amount | | :-------------------------------- | :----- | | Cash and cash equivalents | $188.7 | | Availability on ABL Revolving Credit Facility | $495.2 | | **Total Liquidity** | **$683.9** | - The company believes its current resources, anticipated cash flows, and borrowing capacity will be sufficient to finance operations and fund capital investments for at least the next **12 months**[104](index=104&type=chunk) [Cash Flows (Liquidity & Capital Resources)](index=23&type=section&id=Cash%20Flows%20(Liquidity%20%26%20Capital%20Resources)) Summary of Consolidated Cash Flows (Twenty-six Weeks Ended, in thousands) | Activity | August 2, 2025 | August 3, 2024 | | :------------------------ | :------------- | :------------- | | Operating activities | $70,438 | $60,956 | | Investing activities | ($58,091) | ($58,065) | | Financing activities | ($4,280) | ($5,894) | | Net increase (decrease) | $8,067 | ($3,003) | - Net cash provided by operating activities increased due to decreased inventory purchases, lower payroll and fringe benefits, and reduced operational costs, partially offset by higher payouts of prior year accrued incentive bonuses[107](index=107&type=chunk)[108](index=108&type=chunk) - Net cash used in investing activities remained stable, primarily consisting of capital expenditures to support the business[109](index=109&type=chunk) [Sources of Liquidity (Senior Secured Credit Facilities, Derivative Instruments)](index=24&type=section&id=Sources%20of%20Liquidity%20(Senior%20Secured%20Credit%20Facilities,%20Derivative%20Instruments)) - The company's liquidity is supported by a First Lien Term Loan (**$1,595.3 million** outstanding as of August 2, 2025) and an ABL Revolving Credit Facility (**$495.2 million** available)[111](index=111&type=chunk) - Derivative instruments, including interest rate cap, collar, and swap agreements, are utilized to limit maximum interest on variable-rate debt and decrease exposure to interest rate variability[113](index=113&type=chunk) [Critical Accounting Policies and Estimates](index=24&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - The preparation of consolidated financial statements requires management to make assumptions and estimates that affect reported amounts, based on historical experience and current trends[115](index=115&type=chunk) - Actual results could differ materially from these assumptions and estimates due to the inherent uncertainty of future events[115](index=115&type=chunk) - There have been no material changes to the critical accounting policies and estimates compared to those described in the 2024 Form 10-K[116](index=116&type=chunk) [Recent Accounting Pronouncements](index=24&type=section&id=Recent%20Accounting%20Pronouncements) - Information regarding recently issued accounting pronouncements is provided in Note 1, 'Summary of Significant Accounting Policies,' to the Notes to Consolidated Financial Statements[118](index=118&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Petco is exposed to market risks primarily from interest rate fluctuations, as well as changes in its credit standing. The company does not hold instruments for trading purposes and does not use forward currency contracts to hedge foreign currency exposure [Interest Rate Risk](index=25&type=section&id=Interest%20Rate%20Risk) - The company is subject to interest rate risk due to its variable-rate First Lien Term Loan (**$1,595.3 million** outstanding as of August 2, 2025) and ABL Revolving Credit Facility[120](index=120&type=chunk) - A hypothetical **100 basis point increase** in variable rates on these facilities would increase annual cash interest by approximately **$16.2 million**[120](index=120&type=chunk) - Cash flow hedges (interest rate caps, collars, and swaps) are used to limit maximum interest rates and exposure to interest rate variability[120](index=120&type=chunk) [Credit Risk](index=25&type=section&id=Credit%20Risk) - Substantially all cash and cash equivalents are maintained at major financial institutions in the United States, with current deposits likely in excess of insured limits[122](index=122&type=chunk) - The company believes these institutions have sufficient assets and liquidity, posing little to no credit risk[122](index=122&type=chunk) [Foreign Currency Risk](index=25&type=section&id=Foreign%20Currency%20Risk) - Substantially all business is conducted in U.S. dollars, with a small amount denominated in foreign currencies[123](index=123&type=chunk) - A hypothetical **10% change** in foreign currency exchange rates would not have a material effect on operating results[123](index=123&type=chunk) - The company does not enter into forward currency contracts to hedge its foreign currency exposure[123](index=123&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) This item addresses the effectiveness of Petco's disclosure controls and procedures and reports on changes in internal control over financial reporting [Management's Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Management's%20Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management, under the supervision of the principal executive officer and principal financial officer, evaluated the effectiveness of disclosure controls and procedures as of August 2, 2025[125](index=125&type=chunk) - It was concluded that the disclosure controls and procedures were effective at a reasonable assurance level[125](index=125&type=chunk) [Changes in Internal Control over Financial Reporting](index=26&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There was no change in internal control over financial reporting during the quarter ended August 2, 2025, that materially affected, or is reasonably likely to materially affect, internal control over financial reporting[126](index=126&type=chunk) [Limitations on the Effectiveness of Controls](index=26&type=section&id=Limitations%20on%20the%20Effectiveness%20of%20Controls) - Disclosure controls and procedures are designed to provide reasonable assurance, not absolute assurance, of achieving their objectives[127](index=127&type=chunk) - No control system, regardless of design, can prevent or detect all error and fraud, nor can it provide absolute assurance that all control issues have been detected[127](index=127&type=chunk) [PART II. OTHER INFORMATION](index=27&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, defaults, mine safety disclosures, other information, and a list of exhibits [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) This item refers to Note 8, 'Commitments and Contingencies,' for a description of legal proceedings, which are incorporated by reference - Information regarding legal proceedings is incorporated by reference from Note 8, 'Commitments and Contingencies,' to the Notes to Consolidated Financial Statements[129](index=129&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) This item refers to the 'Risk Factors' section in the 2024 Form 10-K for information on risk factors. No material changes to these risk factors have occurred, but investors are cautioned to consider them as they could materially and adversely affect the business - Reference is made to Part I, Item 1A, 'Risk Factors' included in the 2024 Form 10-K for information concerning risk factors[130](index=130&type=chunk) - There have been no material changes with respect to the risk factors disclosed in the 2024 Form 10-K[130](index=130&type=chunk) - Investors should carefully consider such factors, which could materially and adversely affect the business, financial condition, and/or results of operations[130](index=130&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - None to report[131](index=131&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - None to report[132](index=132&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[133](index=133&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) No directors or Section 16 officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarterly period - None of the company's directors or Section 16 officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarterly period covered by this Form 10-Q[134](index=134&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This item provides a list of exhibits filed as part of this Quarterly Report on Form 10-Q, including certifications, the Amended and Restated Executive Severance Plan, and XBRL related documents - The exhibits include the Amended and Restated Executive Severance Plan (10.1†), Certifications of Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1*, 32.2*), and Inline XBRL documents (101.INS, 101.SCH, 104)[135](index=135&type=chunk) [Signatures](index=29&type=section&id=Signatures) The report is duly signed on behalf of Petco Health and Wellness Company, Inc. by Sabrina Simmons, Chief Financial Officer, on August 29, 2025 [Report Signatures](index=29&type=section&id=Report%20Signatures) The report is duly signed on behalf of Petco Health and Wellness Company, Inc. by Sabrina Simmons, Chief Financial Officer (Principal Financial and Accounting Officer), on August 29, 2025 - The report was signed on **August 29, 2025**[140](index=140&type=chunk) - The signatory is Sabrina Simmons, Chief Financial Officer (Principal Financial and Accounting Officer) of Petco Health and Wellness Company, Inc[140](index=140&type=chunk)

Financial Data and Key Metrics Changes - In Q2 2025, net sales decreased by 2.3% with comparable sales down 1.4% due to 25 net store closures in 2024 and an additional 10 closures year to date, bringing the U.S. store count to 1,388 [23][24] - Gross margin expanded by over 120 basis points to 39.3%, driven by a disciplined approach to average unit cost and retail pricing [25] - SG&A expenses decreased by $36 million year over year, leveraging more than 150 basis points, contributing to a $41 million increase in operating profit to $43 million [26][27] - Adjusted EBITDA increased by $30 million to $114 million, expanding nearly 220 basis points to 7.6% as a percentage of sales [27] Business Line Data and Key Metrics Changes - The company is focusing on improving store performance, which has shown positive results, while e-commerce is being retooled for profitability [61] - The introduction of new product categories aimed at humans has been initiated, responding to customer interest in pet-themed products [14] Market Data and Key Metrics Changes - The pet industry is currently showing flat growth, but the company is maintaining its market share while improving profitability [80] - Customer sentiment has improved, as indicated by sequential increases in the Net Promoter Score (NPS) since the end of the previous year [10] Company Strategy and Development Direction - The company is in Phase two of its transformation, focusing on operational improvements and preparing for Phase three, which aims for profitable sales growth [19] - The North Star project is being implemented to enhance customer experience, service delivery, merchandising differentiation, and omnichannel capabilities [56] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to deliver improvements and raised the adjusted EBITDA outlook for 2025 to between $385 million and $395 million, an increase of roughly 16% at the midpoint [29] - The company is preparing for potential tariff impacts in the second half of the year, which are expected to be more significant [43] Other Important Information - Free cash flow for the quarter was over $50 million, with a cash balance of $190 million and total liquidity of $684 million [28] - The company is committed to a disciplined promotional strategy and improving customer experience as part of its growth initiatives [19][30] Q&A Session Summary Question: When can the firm be held accountable for generating a positive comp? - Management indicated that results will likely begin to show up in 2026, with the third quarter being the hardest compare of the year [33] Question: Were gross margin gains primarily from online promotions? - Management noted that the focus has been on improving store performance, which represents the majority of sales, while e-commerce is being cleaned up for profitability [34][36] Question: How did gross margin perform relative to expectations? - Management expressed satisfaction with the gross margin expansion, which was driven by a disciplined approach to pricing and promotional strategies [42] Question: What updates can be provided on planogram resets? - Management confirmed that planogram resets have been completed successfully, improving on-shelf availability and store productivity [50] Question: What is the status of the e-commerce retooling? - Management stated that the e-commerce channel is more profitable now, and ongoing improvements are being made to enhance the customer experience [61] Question: What is behind the increase in NPS scores? - Management attributed the increase to various improvements in store experience and customer engagement efforts [64] Question: What are the biggest remaining execution gaps? - Management indicated that the focus is now on investing back into the business and continuing to build on the progress made [73]

Financial Data and Key Metrics Changes - In Q2 2025, net sales decreased by 2.3% with comparable sales down 1.4% due to 25 net store closures in 2024 and an additional 10 closures year to date, bringing the U.S. store count to 1,388 [22][24] - Gross margin expanded by over 120 basis points to 39.3%, driven by a disciplined approach to average unit cost and average unit retail [24][26] - Operating profit increased by $41 million year over year to $43 million, with adjusted EBITDA rising by $30 million to $114 million, expanding nearly 220 basis points to 7.6% as a percentage of sales [26][28] Business Line Data and Key Metrics Changes - The company is focusing on improving store performance, which has shown positive results, while e-commerce has been deprioritized temporarily to enhance profitability [16][60] - The relaunch of the loyalty program is aimed at strengthening long-term customer relationships, with personalized rewards being a key feature [14][15] Market Data and Key Metrics Changes - The pet industry is currently experiencing flat growth, but the company is maintaining its market share while improving profitability [78] - Customer sentiment has improved, as indicated by sequential increases in the Net Promoter Score (NPS) since the end of the previous year [9][66] Company Strategy and Development Direction - The company is in Phase two of its transformation, focusing on operational improvements and preparing for Phase three, which aims for a return to profitable sales growth [6][18] - Key pillars for future growth include enhancing store experiences, delivering services at scale, merchandising differentiation, and winning with omnichannel strategies [55] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to deliver improvements and raised the adjusted EBITDA outlook for 2025 to between $385 million and $395 million, reflecting a 16% increase at the midpoint [28] - The company anticipates that the impacts of tariffs will become more significant in the second half of the year, which may affect gross margins [42][90] Other Important Information - Free cash flow for the quarter was over $50 million, with a cash balance of $190 million and total liquidity of $684 million [27] - The company is committed to continuous improvement in inventory management, achieving a 9.5% reduction in ending inventory while maintaining higher in-stock levels for customers [27][63] Q&A Session Summary Question: When can the firm be held accountable for generating a positive comp? - Management indicated that results for a positive comp are expected to show up in 2026, as the third quarter is the hardest compare of the year [33] Question: Were gross margin gains primarily from online promotions? - Management clarified that the focus has been on improving store performance, which represents the majority of sales, while e-commerce has been more focused on profitability [34][36] Question: How did gross margin perform relative to expectations? - Management noted that gross margin expansion was a significant focus, with minimal tariff impact in Q2, but expected tariffs to have a more meaningful impact in the back half of the year [40][42] Question: What is the status of e-commerce and inventory projects? - Management stated that e-commerce improvements are ongoing, with a new leader making an impact, while inventory management has been successful with a focus on continuous improvement [60][63] Question: What are the biggest remaining execution gaps? - Management emphasized that the focus is now on the progress made and the confidence to invest back into the business, rather than identifying gaps [72] Question: What is the outlook for the fourth quarter adjusted EBITDA? - Management indicated that tariffs will have the most significant negative impact in Q4, but strong performance in the first half allows for selective investments in the second half [90]

Core Viewpoint - A class action lawsuit has been filed against Petco Health and Wellness Company, Inc. for allegedly making false or misleading statements regarding its business operations and prospects during the pandemic period [2][4]. Group 1: Lawsuit Details - The class action lawsuit is filed on behalf of all individuals and entities who purchased Petco securities between January 14, 2021, and June 5, 2025 [2]. - Investors have until August 29, 2025, to apply to the Court to be appointed as lead plaintiff in the lawsuit [2]. Group 2: Allegations Against Petco - The lawsuit alleges that Petco's pandemic-related growth was unsustainable and that its business model focused on premium pet food was flawed [4]. - It is claimed that the strength of Petco's differentiated product strategy was overstated, and the company downplayed the severity of operational issues [4]. - The defendants are accused of overstating Petco's ability to achieve sustainable and profitable growth [4].

Financial Performance - Operating income increased by approximately $41 million[11] - Adjusted EBITDA increased by roughly $30 million[11] - Free Cash Flow generated was about $54 million[11] - Net debt decreased by 4% from $1.46 billion to $1.40 billion[31] - Liquidity increased by 4% from $655 million to $684 million[31] - Q2 2025 Adjusted EBITDA margin was 7.6%, compared to 5.5% in Q2 2024[29, 39] Sales & Outlook - Net sales decreased by 2% year-over-year, from $1.524 billion to $1.489 billion[23, 42] - The company expects net sales to be down low single digits year-over-year for Q3 and full year 2025[34] - Adjusted EBITDA outlook for full year 2025 is $385 million to $395 million[34] - Net store closures are projected to be approximately 25 for the full year 2025[34] Strategic Initiatives - The company is focused on strengthening retail fundamentals, enhancing customer experience, and driving efficiencies[7, 14]

[Executive Summary & Outlook](index=1&type=section&id=Executive%20Summary%20%26%20Outlook) [Q2 2025 Highlights](index=1&type=section&id=Q2%202025%20Overview) Petco delivered on its commitments in Q2 2025, leading to a raised full-year earnings outlook. The company saw improvements in gross profit margin, operating income, GAAP net income, and Adjusted EBITDA, despite a slight decrease in net and comparable sales Q2 2025 Performance Metrics | Metric | Q2 2025 Performance | Change YoY | | :-------------------------- | :------------------ | :--------- | | Net sales | $1.5 billion | -2.3% | | Comparable sales | -1.4% | -1.4% | | Gross profit margin | 39.3% | +120 bps | | Operating income | $43.0 million | +$40.6 million | | GAAP net income | $14.0 million | +$38.8 million | | Adjusted EBITDA | $113.9 million | +$30.3 million | [Full Year 2025 Outlook](index=1&type=section&id=Full%20Year%202025%20Outlook) Petco maintained its full-year net sales outlook but raised its full-year 2025 earnings outlook, reflecting confidence in its transformation efforts and improved retail operating fundamentals. The outlook assumes current tariff levels remain consistent * The company **maintained its full year net sales outlook** and **raised its full year 2025 earnings outlook**[4](index=4&type=chunk) FY 2025 Outlook | Metric | Outlook | | :-------------------------- | :-------------------- | | Net Sales | Down low single digits year over year | | Adjusted EBITDA | $385 to $395 million | | Net interest expense | ~$130 million | | Capital Expenditures | $125 to $130 million | | Depreciation & Amortization | ~$200 million | | Net Store Closures | ~25 | [Third Quarter 2025 Outlook](index=1&type=section&id=Third%20Quarter%202025%20Outlook) Petco provided specific guidance for the third quarter of 2025, anticipating a continued slight decline in net sales but a solid Adjusted EBITDA range Q3 2025 Outlook | Metric | Outlook | | :-------------------------- | :-------------------- | | Net Sales | Down low single digits year over year | | Adjusted EBITDA | $92 million to $94 million | [Company Information](index=2&type=section&id=Company%20Information) [About Petco](index=2&type=section&id=About%20Petco) Petco is a leading pet care retailer with over 60 years of experience, operating more than 1,500 stores across the U.S., Mexico, and Puerto Rico, alongside online platforms. The company offers a wide range of pet products, services, and expertise, and supports animal welfare through its Petco Love foundation * Petco has been serving pet needs for **over 60 years**, offering meals, toys, supplies, and expert support[10](index=10&type=chunk) * The company operates **over 1,500 stores** across the U.S., Mexico, and Puerto Rico, with an online presence at petco.com and via the Petco app[10](index=10&type=chunk) * Petco founded **Petco Love** in **1999**, which supports local animal welfare groups and has facilitated **approximately 7 million animal adoptions**[10](index=10&type=chunk) [Forward-Looking Statements & Risks](index=2&type=section&id=Forward-Looking%20Statements%20%26%20Risks) This section outlines the nature of forward-looking statements within the earnings release, emphasizing that they are subject to significant uncertainties and contingencies. It also details a comprehensive list of risks that could cause actual results to differ materially from projections, including competition, consumer demand, macroeconomic pressures, and operational challenges * Forward-looking statements are based on current expectations and assumptions about future events and are subject to **significant uncertainties and contingencies**, many outside Petco's control[11](index=11&type=chunk)[12](index=12&type=chunk) * Key risks include **increased competition**, **reduced consumer demand**, **reliance on key vendors**, ability to attract and retain employees, **macroeconomic pressures** (inflation, interest rates, tariffs), and **operational challenges** like managing costs and IT systems[12](index=12&type=chunk) * Other risks involve **business interruptions**, **catastrophic events**, **maintaining brand perception**, **product safety concerns**, and the ability to successfully implement **operational adjustments and cost action plans**[12](index=12&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) [Condensed Consolidated Statements of Operations](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The condensed consolidated statements of operations show Petco's financial performance for the thirteen and twenty-six weeks ended August 2, 2025, compared to the prior year. The company reported a significant improvement in net income and operating income for both periods 13 Weeks Ended August 2, 2025 vs. August 3, 2024 | Metric | August 2, 2025 (in thousands) | August 3, 2024 (in thousands) | | :----------------------------------- | :---------------------------- | :---------------------------- | | Total net sales | $1,488,529 | $1,523,755 | | Gross profit | $585,319 | $580,725 | | Operating income (loss) | $43,022 | $2,468 | | Net income (loss) attributable to Class A and B-1 common stockholders | $13,972 | $(24,823) | | Basic Net income (loss) per share | $0.05 | $(0.09) | 26 Weeks Ended August 2, 2025 vs. August 3, 2024 | Metric | August 2, 2025 (in thousands) | August 3, 2024 (in thousands) | | :----------------------------------- | :---------------------------- | :---------------------------- | | Total net sales | $2,981,928 | $3,052,895 | | Gross profit | $1,155,287 | $1,159,385 | | Operating income (loss) | $59,381 | $(14,314) | | Net income (loss) attributable to Class A and B-1 common stockholders | $2,311 | $(71,306) | | Basic Net income (loss) per share | $0.01 | $(0.26) | [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) The consolidated balance sheets provide a snapshot of Petco's financial position as of August 2, 2025, compared to February 1, 2025. Key changes include a slight increase in cash and cash equivalents, a decrease in merchandise inventories, and a reduction in total liabilities Consolidated Balance Sheet Highlights (in thousands) | Metric | August 2, 2025 | February 1, 2025 | | :-------------------------------- | :------------- | :--------------- | | Cash and cash equivalents | $188,748 | $165,756 | | Merchandise inventories, net | $608,506 | $653,329 | | Total current assets | $939,558 | $973,619 | | Fixed assets, net | $687,505 | $725,438 | | Total assets | $5,153,282 | $5,194,430 | | Total current liabilities | $1,058,566 | $1,139,163 | | Total liabilities | $4,014,179 | $4,080,800 | | Total stockholders' equity | $1,139,103 | $1,113,630 | [Consolidated Statements of Cash Flows](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) The consolidated statements of cash flows for the twenty-six weeks ended August 2, 2025, show an increase in net cash provided by operating activities and a net decrease in cash, cash equivalents, and restricted cash compared to the prior year 26 Weeks Ended August 2, 2025 vs. August 3, 2024 (in thousands) | Cash Flow Activity | August 2, 2025 | August 3, 2024 | | :----------------------------------- | :------------- | :------------- | | Net cash provided by operating activities | $70,438 | $60,956 | | Net cash used in investing activities | $(58,091) | $(58,065) | | Net cash used in financing activities | $(4,280) | $(5,894) | | Net decrease in cash, cash equivalents and restricted cash | $8,067 | $(3,003) | | Cash, cash equivalents and restricted cash at end of period | $189,732 | $133,646 | [Non-GAAP Financial Measures](index=7&type=section&id=NON-GAAP%20FINANCIAL%20MEASURES) [Adjusted EBITDA](index=7&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA is a non-GAAP financial measure used by management to assess core operating performance and facilitate period-over-period comparisons. Petco reported a significant increase in Adjusted EBITDA and Adjusted EBITDA Margin for both the thirteen and twenty-six weeks ended August 2, 2025 * Adjusted EBITDA is a **non-GAAP financial measure** that management believes is **meaningful for investors** to compare current and prior period performance and **assess core operating performance**[23](index=23&type=chunk) Adjusted EBITDA (in thousands) | Metric | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :-------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Adjusted EBITDA | $113,860 | $83,523 | $203,309 | $159,167 | | Adjusted EBITDA Margin | 7.6% | 5.5% | 6.8% | 5.2% | [Free Cash Flow](index=9&type=section&id=Free%20Cash%20Flow) Free Cash Flow, a non-GAAP measure, is calculated as net cash provided by operating activities less cash paid for fixed assets. It is considered an important indicator of the company's ability to generate additional cash from business operations. Petco reported a substantial increase in Free Cash Flow for both the thirteen and twenty-six weeks ended August 2, 2025 * Free Cash Flow is a **non-GAAP financial measure** calculated as **net cash provided by operating activities less cash paid for fixed assets**, used to evaluate the company's ability to **generate additional cash**[29](index=29&type=chunk) Free Cash Flow (in thousands) | Metric | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :-------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Free Cash Flow | $53,788 | $41,982 | $9,922 | $927 |

Core Viewpoint - Berger Montague is investigating potential securities fraud claims against Petco Health and Wellness Company, following a federal securities class action lawsuit related to misleading statements about its pandemic-driven growth and product strategy [1][2]. Summary by Relevant Sections Allegations of Misleading Statements - The complaint alleges that Petco made false and misleading statements regarding the sustainability of its pandemic-driven growth and premium product strategy, which led to a significant decline in its stock price, including a drop of over 20% on August 24, 2023 [2]. Impact on Stock Price and Investor Confidence - The lawsuit indicates that the alleged misstatements contributed to substantial losses for Petco, particularly during the Class Period from January 14, 2021, to June 5, 2025, with continued downward revisions to earnings guidance and multiple leadership changes affecting investor confidence [2][3]. Changes in Product Strategy - Petco's efforts to adjust its product mix by introducing lower-cost pet food options contradicted prior public statements, highlighting the severity of the Company's challenges and further impacting investor sentiment [3].

Core Viewpoint - Johnson Fistel, PLLP has initiated an investigation into Petco Health and Wellness Company, Inc. for potential breaches of fiduciary duties and violations of federal securities laws [1][2] Group 1: Investigation Details - The investigation follows a recently filed securities fraud class action complaint alleging that six of Petco's officers made materially false and misleading statements regarding the company's business and operations [2] - Specific allegations include that Petco's pandemic-related growth was unsustainable and that the company's business model focused on premium pet food was overstated [2] - The complaint claims that the defendants downplayed the severity of issues affecting Petco's business and overstated the company's ability to achieve sustainable, profitable growth [2] Group 2: Shareholder Rights - Current stockholders who held Petco stock before January 14, 2021, are encouraged to contact Johnson Fistel to discuss their legal rights, which may include pursuing changes to corporate governance practices and seeking recovery of funds [3] - The investigation may allow shareholders to request a court-approved incentive award at no cost [3] Group 3: About Johnson Fistel - Johnson Fistel, PLLP is a nationally recognized shareholder rights law firm with multiple offices across the United States, representing individual and institutional investors in derivative and class action lawsuits [4]

Core Viewpoint - Berger Montague is investigating potential securities law violations involving Petco Health and Wellness Company, with a class action lawsuit filed for investors who acquired Petco securities between January 14, 2021, and June 5, 2025 [1][2] Group 1: Legal Action and Allegations - A class action lawsuit has been initiated on behalf of investors who purchased Petco securities during the specified Class Period [1][2] - The complaint alleges that Petco made materially false and misleading statements regarding its pandemic-related advantages and the sustainability of its premium pet food business model [3] - It is claimed that the Company overstated its ability to achieve profitable growth while downplaying operational challenges, leading to significant stock price declines [3] Group 2: Stock Performance Impact - Petco's stock price experienced a drop of over 20% on August 24, 2023, following a downward revision of its financial guidance [3] - Further declines in stock price occurred after subsequent disclosures and changes in leadership [3]