Exhibit 107.1
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
PETCO HEALTH AND WELLNESS COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security | Security Class Title (1) | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Price | Fee Rate | Amount of Registration Fee | |||||||
| Equity | Class A common stock, par value $0.001 per share | Rule 457(a) (2) | 1,366,121(3) | $5.00 | $6,830,605 | $147.60 per $1,000,000 | $1,008.20 | |||||||
| Equity | Class A common stock, par value $0.001 per share | Rule 457(a) (2) | 1,381,216(3) | $7.50 | $10,359,120 | $147.60 per $1,000,000 | $1,529.01 | |||||||
| Equity | Class A common stock, par value $0.001 per share | Rule 457(a) (4) | 2,985,076(5) | $3.34 | $9,970,153.84 | $147.60 per $1,000,000 | $1,471.59 | |||||||
| Equity | Class A common stock, par value $0.001 per share | Rule 457(a) (4) | 1,492,538 (6) | $3.34 | $4,985,076.92 | $147.60 per $1,000,000 | $735.80 | |||||||
| Total Offering Amounts | $32,144,955.76 | $4,744.60 | ||||||||||||
| Total Fee Offsets | — | |||||||||||||
| Net Fee Due | $4,744.60 | |||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall be deemed to cover any additional shares of Class A common stock, par value $0.001 per share (the “Common Stock”) of Petco Health and Wellness Company, Inc. that may be issued in connection with restricted stock units granted pursuant to the Petco Health and Wellness Company, Inc. Form of Grant Notice for Inducement Restricted Stock Unit Award and Standard Terms and Conditions for Inducement Restricted Stock Units (the “RSU Award”), performance stock units granted pursuant to the Petco Health and Wellness Company, Inc. Form of Grant Notice for Inducement Performance Stock Unit Awards and Standard Terms and Conditions for Inducement Performance Stock Units (the “PSU Award”), and stock options granted pursuant to the Petco Health and Wellness Company, Inc. Form of Grant Notice for Inducement Nonqualified Stock Options and Standard Terms and Conditions for Inducement Nonqualified Stock Options (the “Option Awards”) as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged. |
| (2) | For purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act based on the applicable exercise price of the Option Awards. |
| (3) | Represents shares of Common Stock issuable pursuant to the Option Awards. |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act and based on the average of the high and low sale prices of the Common Stock, as quoted on the Nasdaq Stock Market, on July 25, 2024. |
| (5) | Represents shares of Common Stock issuable pursuant to the PSU Award. |
| (6) | Represents shares of Common Stock issuable pursuant to the RSU Award. |
