Petco Health and Wellness Company Inc. Shareholders: Ownership Structure, Brands, and Acquisition History
Last updated: Oct-2026Ownership Structure
Ownership Analysis
CVC Capital Partners and Canada Pension Plan Investment Board own Petco jointly through a partnership, Scooby Aggregator LP, which holds 145,924,140 shares. What fraction of the company that represents depends on which shares you count. Petco has three classes of stock. Class A, which trades on Nasdaq, and Class B-1 each own a piece of the business. Class B-2 shares own nothing and exist only to vote in director elections. Class A and Class B-1 together come to 284,355,645 shares, and we calculate the sponsor stake at 51.3% of that. Counted against all 322,146,426 shares, including the 37,790,781 Class B-2 shares, it equals 45.3%. We use 51.3%, because it measures how much of Petco's value the two owners hold. The lower figure is diluted by shares that carry no value. The May 2026 proxy statement puts the same block at 51.2% of the votes that elect directors. We checked whether economic and voting control really diverge here, and they barely do. The Class B-1 and Class B-2 shares are equal in number and both are held inside the sponsor vehicle, so both calculations land on the same denominator. We read the B-1 and B-2 split as a way to keep CPP Investments below 30% of director votes for its own regulatory reasons, not as a device for amplifying control. The governance result is the same either way. Petco counts as a controlled company under Nasdaq rules, so it need not have a majority of independent directors or fully independent compensation and nominating committees. Christopher J. Stadler, Cameron Breitner and Nishad Chande are CVC designees; David Lubek, Iris Yen and Mary Sullivan are CPP Investments designees. Six of ten seats therefore answer to the sponsors. The case for the sponsors is real: a pension fund invests across decades rather than to a buyout deadline, and neither owner sold during the 2024 collapse in the shares. Our view is that the cost of their control outweighs that. No third party can buy Petco without their agreement, which strips out the takeover premium that would otherwise cushion a $627.3 million market value carrying $1.186 billion of net debt.
Direct Owners
Institutional Shareholders
Shareholder Analysis
No large index fund appears near the top of Petco's shareholder register, which is unusual for a Nasdaq retailer with nearly $6 billion of sales. That absence tells us more about the stock than any single holding does. The largest holder outside the sponsor block is Dimensional Fund Advisors, with 11,072,709 shares, or 3.89% of the 284,355,645 shares that own a piece of the business. Long Focus Capital Management holds 8,371,050 shares, or 2.94%, and BlackRock 8,082,129 shares, or 2.84%. Holocene Advisors, Two Sigma Investments, FMR LLC and Nuveen follow at 2.53%, 1.92%, 1.55% and 1.36%. We calculated each of those percentages from disclosed share counts against that one denominator. Aggregator websites divide instead by the 246,564,864 Class A shares alone, which overstates every position by roughly fifteen percent. We think the shape of this holder base matters more than the names in it. Close to 138.4 million shares are held outside the sponsor block, and at $2.19 in early October 2026 all of them together are worth under $310 million. That rules Petco out for most large funds, whatever they make of the valuation. Petco's fiscal 2025 annual report classifies the company as an accelerated filer rather than a large accelerated filer, a direct consequence of how little of its stock trades freely. Long Focus and Holocene sit high on the list, and both place concentrated bets on specific events rather than tracking an index. Candlestick Capital Management's $67.7 million position, disclosed in March 2026, fits the same pattern. The buyer setting the price here is a fast moving fund rather than a long term allocator. Insider ownership looks like a genuine offset, since chief executive Joel Anderson is credited with roughly 7.74 million shares. We would not lean on it, because he sold 705,000 of them on September 22, 2026. We think this shareholder base is a liability rather than a neutral fact. A small and fast moving group of owners pushes the share price further in both directions, and no combination of these institutions could outvote a sponsor block that outvotes every other holder put together.
Brands, Subsidiaries & Companies Owned
| Name | Type | Description |
|---|---|---|
| WholeHearted | Brand | Owned dog and cat food line that anchors Petco's private nutrition assortment and is sold only through Petco channels |
| Reddy | Brand | Owned dog apparel, collar, leash, harness and travel gear brand launched to compete with premium outdoor labels |
| Good Lovin' | Brand | Owned brand of dog treats, chews, bully sticks and supplements |
| So Phresh | Brand | Owned brand covering litter, waste management, housebreaking pads and habitat cleanup supplies |
| Bond & Co. | Brand | Owned apparel and accessory brand aimed at small dogs |
| Youly | Brand | Owned brand of collars, harnesses, leashes and grooming accessories introduced after the 2021 listing |
| EveryYay | Brand | Owned brand spanning toys, beds, crates, carriers and everyday pet accessories |
| Well & Good | Brand | Owned grooming, first aid and wellness brand named in the fiscal 2025 annual report as a core private label |
| Imagitarium | Brand | Owned aquatics brand covering tanks, filtration, decor and fish and reptile supplies |
| Vetco Total Care | Division | Full service veterinary hospital network of roughly 300 locations, most of them inside or adjacent to a Petco pet care center |
| Vetco Clinics | Division | Mobile and in store vaccination and preventive care clinic business running roughly 1,600 clinics each week |
| PupBox | Subsidiary | Monthly puppy subscription box business acquired in 2017 that pairs age appropriate products with training guidance |
| Vital Care | Platform | Paid wellness membership program bundling routine veterinary care, grooming and product discounts into a recurring subscription |
| Petco Mexico | Joint Venture | Joint venture operating more than 150 pet care centers in Mexico plus two locations in Chile |
| Petco Love | Nonprofit Affiliate | Independent animal welfare nonprofit founded by Petco in 1999 that runs adoption, vaccination and lost pet programs with Petco funding and store space |
Portfolio Analysis
Two parts of Petco's portfolio genuinely set the company apart, and the long tail of the rest does not. Owned brands come first, and the fiscal 2025 margin shows why management keeps funding them. Gross margin reached 38.7% for the year ended January 31, 2026, up 66 basis points, then improved again to 39.7% in the second quarter of fiscal 2026. The private label range listed in the annual report runs from WholeHearted in food, through Reddy and Youly in collars, leashes and apparel, Bond & Co. for small dogs, So Phresh in litter and waste, EveryYay in toys and beds, Good Lovin' in treats and chews, Well & Good in grooming and first aid, and Imagitarium in aquatics. No shopper can price check these labels against the same item at Chewy or Amazon, because nobody else sells them. We think that, rather than buying power, is what protects the margin. Services are the second asset and the one we watch most closely. Services and other revenue reached $1,025,144 thousand in fiscal 2025, or 17.2% of the $5,961,467 thousand total. It comes from roughly 300 Vetco Total Care hospitals, roughly 1,600 Vetco clinics each week, grooming, training and the Vital Care membership. Petco built that network by buying out the Thrive Pet Healthcare joint venture formed in May 2017, converting nearly 100 hospitals to its own branding in 2022 and taking on more than 800 veterinary professionals as employees. PupBox, bought in 2017, is a curiosity rather than a scale business. We do not count Petco Love, the nonprofit Petco founded in 1999, as a consolidated asset, though its adoption and vaccination events bring real traffic into stores. Against this sits the cost of delivery. Owned brands and in store services both depend on 1,377 pet care centers, whose fixed costs drove the $101,816 thousand net loss of fiscal 2024. That cost is real, and we still come out positive. The margin on owned brands and the steady repeat revenue from services are advantages no online only competitor can copy, and Petco can shrink the store base while keeping the brands.
Market Share & Competitors
| Company | Market Share | Revenue | Key Strength |
|---|---|---|---|
| Petco Health and Wellness Company Inc. ★ | N/A | $5.96B (FY2025) | Omnichannel pet specialty retailer running 1,377 pet care centers with veterinary hospitals, grooming salons and owned brands |
| Chewy Inc. | N/A | $12.60B (FY2025) | Online pet products and pharmacy retailer whose Autoship subscription program generates eight of every ten sales dollars |
| PetSmart LLC | N/A | $9.50B (FY2025) | Privately held pet specialty chain controlled by BC Partners with nearly 1,700 stores; the revenue figure is an industry estimate rather than a filed number |
| Tractor Supply Company | N/A | $15.50B (FY2025) | Rural lifestyle retailer whose livestock and pet category is its single largest merchandise group |
| Walmart Inc. | N/A | $713.16B (FY2026) | Mass merchant that sells pet consumables at scale through stores, pickup and delivery |
| Amazon.com Inc. | N/A | $716.90B (FY2025) | Online marketplace and subscription retailer that has become a leading channel for pet food and supplies |
Competitive Analysis
Chewy sold more than twice as much as Petco in fiscal 2025, $12.60 billion against $5.96 billion, and the gap widened again as Chewy grew 6.2% while Petco shrank 2.5%. Every other competitive question follows from that gap. Sales at stores open at least a year fell 1.6% for the year ended January 31, 2026. Management highlighted two consecutive quarters of growth on that measure in September 2026, including a 0.6% gain in the second quarter of fiscal 2026. We read that as the decline stopping rather than as a recovery. Tractor Supply Company booked $15.5 billion of fiscal 2025 revenue, with livestock and pet products its largest category. We think the market underrates it as a share taker, because its rural stores face almost no competition from pet specialists. PetSmart, owned privately by BC Partners with Apollo Global Management and GIC as minority investors since 2023, runs nearly 1,700 stores against Petco's 1,377 on an estimated $9 billion to $10 billion of sales. Petco is the smaller of the two national specialty chains. Walmart, with $713.16 billion of fiscal 2026 revenue, and Amazon, with $716.90 billion of 2025 net sales, are not pet companies. They compete hardest on food and litter, the lowest margin, most frequently repurchased part of Petco's mix. One durable advantage exists, and we find it in services. Veterinary care, grooming and training generated $1,025,144 thousand in fiscal 2025, and none of it can be shipped in a box. The Vital Care membership built on those services makes customers less likely to leave, and the owned brands reinforce that on the product side. Management's recovery effort supports that case. Adjusted EBITDA, a measure of operating profit, is guided to $415 million to $430 million in fiscal 2026 against $408.2 million in fiscal 2025, a 21.3% improvement on the year. Our conclusion is that the profit case is credible and the sales case is not. Guidance of flat to 1.5% sales growth in a category growing faster than that means losing share, and we would want to see Petco beat the category's growth rate for four straight quarters before calling the trend changed.
Acquisitions
| Company Acquired | Deal Value | Year | Description |
|---|---|---|---|
| Drs. Foster and Smith | Undisclosed | 2015 | Online pet supplies and pet pharmacy retailer based in Rhinelander, Wisconsin; Petco wound down the standalone site in 2019 and absorbed the assortment. |
| PetCoach | Undisclosed | 2017 | Digital veterinary advice website and app; founder Brock Weatherup joined Petco as an executive to lead digital and strategic innovation. |
| PupBox | Undisclosed | 2017 | Subscription box business featured on Shark Tank that ships age appropriate puppy products and training material on a recurring schedule. |
| PetInsuranceQuotes.com | Undisclosed | 2018 | Pet insurance comparison marketplace folded into Petco's health and wellness services suite. |
| Thrive Pet Healthcare joint venture remaining interest | Undisclosed | 2022 | Purchase of the balance of the veterinary hospital joint venture formed in May 2017, converting nearly 100 Thrive hospitals to Vetco Total Care branding and bringing more than 800 veterinary professionals in house. |
Acquisitions Analysis
Between 2015 and 2018 Petco bought four businesses and disclosed the price of none of them, which tells us something useful about how the sponsors have handled capital. Drs. Foster and Smith, an online pet supplies and pharmacy retailer based in Rhinelander, Wisconsin, arrived in 2015 and was shut down as a standalone website in 2019 rather than built up. PetCoach followed in April 2017, bringing a veterinary advice website and app along with its founder Brock Weatherup, who took an executive role covering digital strategy. PupBox came in November 2017 and PetInsuranceQuotes.com in January 2018. Each was a small bolt on purchase rather than a new business line, and only PupBox still trades under its own name, so we would not credit those years with building anything lasting. The exception is the 2022 purchase of the remaining interest in the Thrive Pet Healthcare joint venture, announced on March 4, 2022 and again at an undisclosed price. It turned nearly 100 Thrive hospitals into Vetco Total Care locations and moved more than 800 veterinary professionals onto Petco's payroll. We regard it as the best deal in the company's modern history, because it supports both the roughly 300 hospital network and the $1,025,144 thousand services line of fiscal 2025. Nothing comparable has followed. Fiscal 2025 contains no acquisitions at all, and the priority in January 2026 was refinancing debt rather than buying anything. That was the right sequencing, in our view. Net debt of $1.241 billion at year end equalled 3.0x earnings, down from 4.2x. We think $140 million of capital spending and the closure of 15 to 20 stores will do more for returns than any purchase struck at this share price. The awkward consequence is that Petco now has no way to buy growth while Chewy grows under its own steam toward $12.60 billion of sales. A company worth $627.3 million, governed by a board the sponsors control, cannot spend its way out of losing market share. We judge the discipline correct, but it is discipline forced by circumstances rather than chosen from strength.
Acquisition Timeline
Merger & Spin-off History
Merger & Spin-off Analysis
Petco's debt comes from repeated changes of ownership rather than from trading badly, and we think that is the most important thing a new shareholder can grasp. Four times since 2000 the company has been taken private or returned to the public market. Leonard Green & Partners and TPG bought Petco in a $600.0 million leveraged buyout in 2000, relisted it on Nasdaq in 2002, then took it private again in 2006. That deal was valued at $1.8 billion and included $120.0 million of assumed debt. CVC Capital Partners and Canada Pension Plan Investment Board paid roughly $4.6 billion in 2016. Each deal was funded with borrowed money that then sat on Petco's own balance sheet. We trace the $1.241 billion of net debt reported at the end of fiscal 2025, and the $122 million of net interest cost guided for fiscal 2026, to that sequence rather than to any weakness in the business. Timing is where we judge the sponsors most harshly. The January 2021 initial public offering raised $864.0 million at a valuation near $4 billion. The May 2021 sale of 22,000,000 Class A shares by Scooby Aggregator LP brought the company nothing; the proceeds went to the seller. Both came at the peak of pandemic era demand for pets. The shares still traded at $18.02 as late as March 2022, against $2.19 in early October 2026. There have been no spinoffs and no significant disposals, so on our reading this is a record of changing owners, never of changing what the company does. In the sponsors' defence, they have held on through a fall of roughly ninety percent in the share price and have sold nothing since 2021. That is not how an owner behaves when preparing to dump stock. The sums still weigh against them. Three decades of private equity ownership have taken money out through dividends, fees and share sales, leaving a heavily indebted retailer to pay for its own recovery. The 2026 refinancing pushed repayment dates back without reducing the debt. We doubt a fifth round of this cycle will leave minority shareholders better off than the last one did.
Ownership History
Ownership History Analysis
Walter Evans started the business in 1965 as a mail order veterinary supply operation in San Diego, opened the first retail store in La Mesa in 1976 and adopted the Petco name in 1979. Control by the founder ended early and never returned, and we think that is the defining feature of the record. The Spectrum Group and Thomas H. Lee Company bought the company in 1988 and used it to buy others, folding in WellPoint and The Pet Department to triple the chain to 130 stores. Since the 1994 Nasdaq listing under the ticker PETC, Petco has spent only short stretches genuinely owned by a broad base of public shareholders. We count six changes in its control structure across thirty two years, and in every one the buyer was an investment firm rather than another retailer. The present chapter began in 2016, when CVC Capital Partners and Canada Pension Plan Investment Board bought Petco for roughly $4.6 billion through Scooby Aggregator LP. Nothing structural has changed since the January 2021 relisting. The sponsors sold 22,000,000 Class A shares in May 2021 and have sold none since, which leaves them 145,924,140 shares, or 51.3% of the shares that own a piece of the business. Management has turned over far faster than ownership. Ron Coughlin, chief executive from June 2018, left in March 2024. R. Michael Mohan served as interim chief executive. Joel Anderson, previously chief executive of Five Below and before that of Walmart.com, took the job in July 2024, and Sabrina Simmons moved from chairing the audit committee to chief financial officer in February 2025. We give that team credit for what it has delivered: net income of $9,066 thousand in fiscal 2025 against a $101,816 thousand loss the year before, and debt cut from 4.2x earnings to 3.0x. Our reservation is about who collects the benefit. The two firms that bought Petco in 2016 still make the decisions. Public shareholders bought into a story already eight years old when the 2021 listing opened. We expect the sponsors' eventual exit, not operating progress, to set the price at which minority holders are finally valued.
Ownership Explained
Petco Health and Wellness Company Inc. is a Nasdaq listed pet specialty retailer that remains under the control of the two private equity style investors who bought it in 2016. CVC Capital Partners and Canada Pension Plan Investment Board hold their position jointly through a vehicle called Scooby Aggregator LP, which reported 145,924,140 shares in 2026. Petco carries three classes of common stock. Class A shares trade publicly under the ticker WOOF and vote on every matter. Class B-1 shares carry full economic rights and vote on every matter except the election of directors. Class B-2 shares carry no economic rights at all and vote only on the election of directors. As of the March 2026 annual report there were 246,564,864 Class A shares, 37,790,781 Class B-1 shares and 37,790,781 Class B-2 shares outstanding. Measured against the shares that carry economic rights, meaning Class A plus Class B-1, the sponsor block represents 51.3%. Petco's May 2026 proxy statement states that the principal stockholder controls 51.2% of the outstanding voting power with respect to director elections, which makes Petco a controlled company under Nasdaq listing standards. That status lets the board operate without a majority of independent directors and without fully independent compensation and nominating committees. Three directors are CVC designees and three are CPP Investments designees. The sponsors have reduced their position only once since the January 2021 listing, selling 22,000,000 Class A shares in a May 2021 secondary offering from which Petco itself received no proceeds. The share count attributed to Scooby Aggregator LP has not moved since, so no further sell down has occurred. Outside the sponsor block, the register is unusually thin for a company of this size. Dimensional Fund Advisors is the largest non sponsor holder at 3.89% of the economic share base, followed by Long Focus Capital Management and BlackRock.
Control by CVC Capital Partners and Canada Pension Plan Investment Board shapes almost every governance feature a Petco shareholder encounters. Because the sponsor block carries 51.2% of director election voting power, public holders of Class A stock cannot elect a director slate on their own, cannot force a change of control and cannot unseat the board through an ordinary proxy campaign. The controlled company exemption means Petco is not required to maintain a majority independent board or independent compensation and nominating committees, so the usual structural checks that apply to a widely held Nasdaq issuer are weaker here. The Class B-1 and Class B-2 split is not a super voting device. It exists so that CPP Investments can hold full economic exposure while keeping its share of director election votes below 30%, a constraint tied to its own regulatory position. Each Class B-1 share converts into Class A stock only when the matching Class B-2 share is surrendered to the company, which means the structure collapses toward a single class as the sponsors exit. For public shareholders the practical consequences cut in two directions. A long horizon pension investor and a buyout firm with a decade of ownership history have both committed capital alongside public holders and have endorsed the recovery effort under chief executive Joel Anderson. At the same time the eventual unwinding of a 51.3% position represents a standing supply of stock that must find buyers, and the 2021 secondary offering shows the mechanism those sales take. The float itself is modest. Of 284,355,645 economically entitled shares, roughly 138.4 million sit outside the sponsor block, and with the stock near $2.19 in early October 2026 the entire company carried a market value of $627.3 million against net debt of $1.186 billion reported at the end of the second quarter of fiscal 2026.