CENTRAL GARDEN & PET CO
For the period ended Sep 27, 2025. Filed Nov 26, 2025.
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FY2025 · Filed Nov 26, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
(i)Consolidated Financial Statements of Central Garden & Pet Company are attached to this Form 10-K beginning on page F-1:
Management’s Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Shareholders’ Equity
Notes to Consolidated Financial Statements
All other schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements or notes thereto.
(2)Exhibits:
Set forth below is a list of exhibits that are being filed or incorporated by reference into this Form 10-K:
| Incorporated by Reference | |||||||
|---|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit | Form | FileNo. | Exhibit | FilingDate | FiledHerewith | Furnished, Not Filed |
| 3.1 | Fourth Amended and Restated Certificate of Incorporation | 10-K | 001-33268 | 3.1 | 12/14/2006 | ||
| 3.2 | Amended and Restated By-laws of Central Garden & Pet Company, dated as of March 31, 2022 | 8-K | 001-33268 | 3.1 | 4/1/2022 | ||
| 4.1 | Specimen Common Stock Certificate | 10-K | 001-33268 | 4.1 | 11/29/2017 | ||
| 4.2 | Specimen Class A Common Stock Certificate | 10-K | 001-33268 | 4.2 | 11/29/2017 | ||
| 4.3 | Indenture, dated as of March 8, 2010, by and between the Company and Wells Fargo Bank, National Association, as trustee | 8-K | 001-33268 | 4.2 | 3/8/2010 | ||
| 4.4 | Seventh Supplemental Indenture, dated as of December 24, 2017, by and among the Company, certain guarantors named therein and Wells Fargo Bank National Association, as t0rustee, relating to the 5.125% Senior Notes due 2028 | 8-K | 001-33268 | 4.1 | 12/14/2017 | ||
| 4.5. | Ninth Supplemental Indenture, dated as of March 30, 2019, by and among the Company, certain guarantors named therein and Wells Fargo Bank National Association, as trustee, relating to the 6.125% Senior Notes due 2023 and the 5.125% Senior Note due 2028 | 10-Q | 001-33268 | 4.1 | 5/7/2019 | ||
| 4.6 | Tenth Supplemental Indenture, dated as of June 29, 2019, by and among the Company, certain guarantors named therein and Wells Fargo Bank National Association, as trustee, relating to the 6.125% Senior Notes due 2023 and the 5.125% Senior Notes due 2028 | 10-Q | 001-33268 | 4.1 | 8/2/2019 | ||
| 4.7 | Eleventh Supplemental Indenture, dated as of October 16, 2020, by and among the Company, certain guarantors named therein and Wells Fargo Bank National Association, as trustee, relating to the 4.125% Senior Notes due 2030 | 8-K | 001-33268 | 4.1 | 10/16/2020 | ||
| 4.8 | Twelfth Supplemental Indenture, dated as of March 10, 2021 by P&M Solutions, LLC, the Company, the other Guarantors and Wells Fargo Bank, National Association as trustee. | 10-Q | 001-33268 | 4.1 | 5/6/20213 | ||
| 4.9 | Thirteenth Supplemental Indenture, dated effective as of April 9, 2021 by (i) Flora Parent, Inc., (ii) Seed Holdings, Inc., (iii) Plantation Products, LLC, (iv) Ferry-Morse Seed Company, (v) Livingston Seed Company, (vi) MARTEAL LTD, (vii) A.E. MCKENZIE CO. ULC, the Company, the other Guarantors and Wells Fargo Bank, National Association, as trustee. | 10-Q | 001-33268 | 4.2 | 5/6/20213 | ||
| 4.10 | Fourteenth Supplemental Indenture, dated as of March 3, 2023, by and among the Company, certain guarantors named therein and Computershare Trust Company, N.A., as successor to Wells Fargo Bank National Association, as trustee, relating to the 5.125% Senior Notes due 2028 and the 4.125% Senior Notes due 2030. | 10-Q | 001-33268 | 4.1 | 5/4/2023 | ||
| 4.11 | Fifteenth Supplemental Indenture (this “Supplemental Indenture”), dated effective as of February 7, 2024, by (i) BRP Hold Nightingale, LLC, a Delaware limited liability company, (ii) BRP Hold Ox, LLC, a Delaware limited liability company, and (iii) TDBBS, LLC, a Delaware limited liability company (each of (i)-(iii), a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), each Subsidiary Guarantor a direct subsidiary of Central Garden & Pet Company, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”) | 10-Q | 001-33268 | 4.2 | 8/8/2024 | ||
| 4.12 | Indenture, dated as of April 30, 2021, by and among the Company, certain guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 4.125% Senior Notes due 2031. | 8-K | 001-33268 | 4.1 | 4/30/2021 | ||
| 4.13 | First Supplemental Indenture, dated as of March 3, 2023 among the Company, certain guarantors named therein and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, paying agent and registrar under such indenture, relating to the 4.125% Senior Notes due 2031. | 10-Q | 001-33268 | 4.2 | 5/4/2023 | ||
| 4.14 | Second Supplemental Indenture and Guarantee, dated as of February 7, 2024 among (i) BRP Hold Nightingale, LLC, (ii) BRP Hold Ox, LLC, (iii) TDBBS, LLC, (each of (i)-(iii), each, a “New Guarantor” and, collectively, the “New Guarantors) and Central Garden & Pet Company (together with its successors and assigns, the “Company”) and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee, paying agent and registrar under such Indenture | 10-Q | 001-33268 | 4.1 | 8/8/2024 | ||
| 4.15 | Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 001-33268 | 4.12 | 11/27/2019 | ||
| 10.1 | Form of Indemnification Agreement between the Company and Executive Officers and Directors | 10-K | 001-33268 | 10.1 | 11/29/2017 | ||
| 10.2 | Fourth Amended and Restated Credit Agreement, dated November 7, 2025 among the Company, certain of the Company's subsidiaries as guarantors, a syndicate of financial institutions party thereto Arrangers and Joint Bookrunners | 8-K | 001-33268 | 10.1 | 11/12/2025 | ||
| 10.3* | 2003 Omnibus Equity Incentive Plan, as amended and restated effective February 13, 2012. | 8-K | 001-33268 | 10.2 | 2/15/2012 | ||
| 10.4* | Form of Nonstatutory Stock Option Agreement for 2003 Omnibus Equity Incentive Plan | 10-K | 000-20242 | 10.5.1 | 12/9/2004 | ||
| 10.5* | Form of Restricted Stock Agreement for 2003 Omnibus Equity Incentive Plan | 10-K | 000-20242 | 10.5.2 | 12/9/2004 | ||
| 10.6* | Form of Performance-Based Non-Statutory Stock Option Agreement for 2003 Omnibus Equity Incentive Plan | 10-K | 001-33268 | 10.4.3 | 11/19/2010 | ||
| 10.7* | Form of Central Garden & Pet Company 2003 Omnibus Equity Incentive Plan Performance Unit Agreement | 8-K | 001-33268 | 10.1 | 2/9/2022 | ||
| 10.8* | Nonemployee Director Equity Incentive Plan, as amended and restated effective October 7, 2020 | 10-K | 001-33268 | 10.7 | 11/24/2020 | ||
| 10.9* | Form of Nonstatutory Stock Option Agreement for Nonemployee Director Equity Incentive Plan | 10-Q | 000-20242 | 10.6.1 | 2/3/2005 | ||
| 10.10* | Form of Restricted Stock Agreement for Nonemployee Director Equity Incentive Plan | 10-Q | 000-20242 | 10.6.2 | 2/3/2005 | ||
| 10.11* | Form of Agreement to Protect Confidential Information, Intellectual Property and Business Relationships | 8-K | 000-20242 | 10.1 | 10/14/2005 | ||
| 10.12* | Form of Post-Termination Consulting Agreement | 8-K | 000-20242 | 10.2 | 10/14/2005 | ||
| 10.13 | Promotion Letter of Niko Lahanas dated September 26, 2024 | 10-K | 001-33268 | 10.23 | 11/27/2024 | ||
| 10.14 | Promotion Letter of Bradley Smith dated September 25, 2024 | 10-K | 001-33268 | 10.24 | 11/27/2024 | ||
| 19 | Insider Trading Policy | 10-K | 001-33268 | 19 | 11/27/2024 | ||
| 21 | List of Subsidiaries | X | |||||
| 22 | List of Guarantor Subsidiaries | X | |||||
| 23 | Consent of Independent Registered Public Accounting Firm | X | |||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) | X | |||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) | X | |||||
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 | X | |||||
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 | X | |||||
| 97 | Compensation Recovery Policy | X | |||||
| 101 | The following financial statements from the Company's Annual Report on Form 10-K for the year ended September 27, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheet, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as block text and including detailed tags. | X | |||||
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. | ||||||
| * | Management contract or compensatory plan or arrangement | ||||||
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