Form 8-K

8-K — CENTRAL GARDEN & PET CO

Accession: 0001193125-26-316953

Filed: 2026-07-27

Period: 2026-07-27

CIK: 0000887733

SIC: 5190 (WHOLESALE-MISCELLANEOUS NONDURABLE GOODS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d135866d8k.htm (Primary)

EX-99.1 (d135866dex991.htm)

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CENTRAL GARDEN & PET CO NASDAQ NASDAQ false 0000887733 0000887733 2026-07-27 2026-07-27 0000887733 us-gaap:CommonStockMember 2026-07-27 2026-07-27 0000887733 us-gaap:CommonClassAMember 2026-07-27 2026-07-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2026

Central Garden & Pet Company

(Exact name of Registrant as Specified in its Charter)

Delaware

001-33268

68-0275553

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1340 Treat Boulevard, Suite 600, Walnut Creek, California 94597

(Address of Principal Executive offices) (Zip Code)

(925) 948-4000

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

CENT

The NASDAQ Stock Market LLC

Class A Common Stock

CENTA

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On July 27, 2026, Central Garden & Pet Company (the “Company”) announced that it has entered into a Sale and Purchase Agreement (the “Purchase Agreement”) to acquire approximately 80% of the outstanding shares of TRIXIE Heimtierbedarf GmbH & Co. KG, a German limited partnership (“TRIXIE”) together with certain related entities. TRIXIE is the leading European pet supplies and pet snacks company and headquartered in Tarp, Germany. The Company’s press release regarding its proposed acquisition of TRIXIE is attached as Exhibit 99.1 to this Form 8-K.

Under the terms of the Purchase Agreement, the Company will pay a total consideration of up to €400 million, with an upfront consideration of approximately €340 million paid in cash at closing and an earn-out potential of up to €60.0 million based on 2026 performance, each subject to certain adjustments. Certain shareholders of TRIXIE will retain approximately 20% of the shares of TRIXIE (the “Continuing Shareholders”). At future dates over at least three years, the Continuing Shareholders will have the right to require the Company to purchase their shares, and, if those rights are not exercised after three years, the Company will have a corresponding right to purchase those shares from the Continuing Shareholders.

The consummation of the Company’s acquisition of TRIXIE is subject to regulatory approval and other customary closing conditions. The acquisition is expected to close in the first half of the Company’s fiscal year ending September 25, 2027.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.

Exhibit Title or Description

99.1

Press Release dated July 27, 2026.

104

Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL GARDEN & PET COMPANY

By:

/s/ Apur Patel

Apur Patel

Chief Legal Officer and Secretary

Dated: July 27, 2026

EX-99.1

Filename: d135866dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Central Garden & Pet To Acquire A Majority Interest In TRIXIE Heimtierbedarf GmbH

& Co. KG, Europe’s Leading Pet Supplies And Pet Snacks Company

TRIXIE Leadership to Continue; Key Shareholders Retain Minority Interest

Acquisition Creates a Strong Growth Platform for the European Pet Market

Walnut Creek, Calif. and Tarp, Germany — Central Garden & Pet Company (NASDAQ: CENT), (NASDAQ: CENTA) (“Central”), a leading

consumer goods company in the pet and garden industries, today announced that it has entered into a definitive agreement to acquire a majority interest in TRIXIE Heimtierbedarf GmbH & Co. KG (“TRIXIE”), the leading European pet

supplies and pet snacks company from founder, Bonnik Hansen, and current shareholders Dirk Jessen and Volker Haak.

The acquisition aligns with the

Central to Home strategy of strengthening Central’s portfolio of pet and garden brands and represents a major step in expanding the Company’s presence in Europe. Founded in 1974 and headquartered in Tarp, Germany, TRIXIE has grown into

the leading European pet supplies and pet snacks company. The company employs close to 600 people and serves over 30,000 pet retail stores internationally, offering a broad assortment of more than 6,000 products for dogs, cats, birds, reptiles, and

small animals, including accessories, toys, treats, snacks, habitats, apparel, bedding, and travel solutions. Approximately 90% of sales are generated from TRIXIE’s own-brand portfolio, supported by

strong in-house design team that introduces around 500 new products per year. TRIXIE is recognized for its product innovation, category expertise, and industry-leading logistics and fulfillment capabilities.

Together, Central and TRIXIE create the leading global player in pet supplies.

The European pet supplies and snacks market, representing approx.

€10 billion in annual sales, is expected to grow at a mid-single digit growth rate1), supported by favorable long-term trends including increased

focus on pet health, pet tech, humanization and premiumization. TRIXIE’s established portfolio and market position allow it to participate in these trends while providing Central with an attractive platform for future expansion in Europe. The

combination is expected to drive organic growth through winning innovation and a strong channel presence, and to accelerate pet supplies growth, particularly in Europe, by leveraging TRIXIE’s industry-leading logistics and fulfillment

capabilities along with its expertise in navigating diverse European market. This also gives Central a differentiated presence with approx. 10% of net sales generated outside of the United States and establishes a scaled platform to consolidate the

fragmented European pet specialty market.

“The addition of TRIXIE strengthens Central’s position across key European pet supplies markets and

adds a scaled platform with deep category expertise, strong retail relationships, and industry-leading logistics and fulfillment capabilities across the region,” said Niko Lahanas, Chief Executive Officer of Central Garden & Pet.

“Bonnik Hansen and the TRIXIE team have built a remarkable company over the past 50 years. We are pleased that a very strong management team will continue leading the business, and we believe this partnership positions us well to drive

long-term growth and better serve pet parents across Europe and the United States.”

TRIXIE will operate within Central’s Pet segment. Central plans to leverage its scale, sourcing

capabilities, and product development expertise to support TRIXIE’s continued growth while preserving the entrepreneurial culture, customer focus, and market strengths that have made the company a leader in the European pet supplies market.

“Joining forces with Central Garden & Pet marks an important milestone in TRIXIE’s 50-year

history,” said Bonnik Hansen, Founder of TRIXIE. “I am incredibly proud of what our employees, customers, and partners have built together. In looking for a partner, it was important to us to find a company that shares our values, our

culture, and our long-term thinking. We are confident that Central is the right partner to build on our strong foundation and carry the company successfully through its next stage of growth.”

TRIXIE’s proven leadership will remain in place following completion of the transaction. Management will continue to be led by Dirk Jessen, Burkhard

Friedrichsen, and Danny Bollerey. In addition, Dirk Jessen and Volker Haak will remain minority shareholders in TRIXIE. Their continued involvement underscores their long-term confidence in the company’s future and provides continuity for

employees, customers, trading partners, and suppliers. Volker Haak will also continue to support TRIXIE as a consultant, contributing his extensive experience to the company’s ongoing development and its activities across European markets.

The transaction is expected to close in the first half of Central’s fiscal 2027, subject to regulatory approval and other customary closing

conditions.

Central will hold a conference call today at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time, 2:30 p.m. Central European Time), hosted by

CEO Niko Lahanas, CFO Brad Smith and SVP Dog & Cat Glen Axelrod, to discuss details of the acquisition. The conference call and related materials can be accessed at http://ir.central.com.

Alternatively, to listen to the call by telephone, dial (201) 689-8345 (domestic and international) using confirmation

#13758900.

Deutsche Bank AG served as financial advisor to TRIXIE, and Gibson, Dunn & Crutcher LLP as legal advisor to TRIXIE.

Rothschild & Co served as financial advisor, and Freshfields LLP as legal advisor to Central.

About Central Garden & Pet

Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA) is a leading consumer goods company in the pet and garden industries. Guided by the belief

that home is central to life, the company’s purpose is to proudly nurture happy and healthy homes. For over 45 years, its innovative and trusted solutions have helped lawns grow greener, gardens bloom bigger, pets live healthier, and

communities grow stronger. Central is home to a diversified portfolio of market-leading brands including Amdro®, Aqueon®, Best Bully

Sticks®, Cadet®, C&S®,

Farnam®, Ferry-Morse®, Kaytee®, Nylabone®, Pennington®, Sevin® and Zoёcon®. With fiscal 2025 net sales of $3.1 billion, the company has strong manufacturing and logistics capabilities supported by a passionate, entrepreneurial growth culture that incorporates

sustainability. Central is headquartered in Walnut Creek, California, and employs over 6,000 people, primarily across North America. Visit www.central.com to learn more.

About TRIXIE

TRIXIE was founded in 1974 in Tarp and is today one of the leading European providers of pet supplies and pet snacks. With more than 6,000 products, strong

innovation capabilities, and high-performing logistics, the company supplies over 30,000 specialty retailers across numerous international markets. Close to 600 employees work every day to improve the lives of pets and their owners.

Investor & Media Contact

Friederike Edelmann

VP Investor Relations & Corporate

Sustainability

(925) 412-6726

fedelmann@central.com

Source: Central Garden &

Pet Company

Safe Harbor Statement

“Safe

Harbor” Statement under the Private Securities Litigation Reform Act of 1995: All statements, other than statements of historical fact, could be deemed forward-looking statements.

Statements in this press release concerning Central’s business, strategy and focus; the expected timing of the closing of the acquisition of TRIXIE; our

ability to successfully manage and grow TRIXIE’s business;, and our overall future prospects are forward-looking statements that involve a number of uncertainties and risks.

Actual results or events could differ materially from those anticipated in those forward-looking statements as a result of several factors, including, without

limitation, the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the transaction, our ability to close the acquisition in a timely basis or at all, challenges

related to entering into international markets, risks related to disruption of management’s attention from Central’s ongoing business operations due to the transaction, our ability to integrate the acquired company, potential benefits of

the transaction to Central and our customers, and other factors listed in our annual report on Form 10-K filed with the Securities and Exchange Commission.

All statements made in this press release are made only as of the date of this press release. Central undertakes no obligation to update the information in

this press release in the event facts or circumstances subsequently change after the date of this press release.

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