Financial Statement Requirements (Reg S-X)

Staff comment: Your Form 10-K for the fiscal year ended December 31, 2025, which has been forward incorporated by reference into your registration statement, reflects the acquisition of Vivasor Holding Company on December 5, 2025. Based on the purchase consideration transferred, this acquisition would appear to exceed the significance thresholds set forth in Rule 1-02(w) of Regulation S-X. As such, please tell us how you have complied with the requirements of Item 2.01 of Form 8-K and Rule 3-05 of Regulation S-X as it relates to this acquisition. letter →

Staff comment: Please tell us your consideration of providing financial statements pursuant to Rule 3-09 of Regulation S-X and summarized financial information pursuant to Rule 4-08(g) of Regulation S-X and ASC 323-10-50-3c for your equity method investments in unconsolidated real estate ventures and managed REITs. letter →

Staff comment: We note that you filed this registration statement more than 45 days after the end of your fiscal year. As such, you do not appear to meet the age of financial statement requirements of Rule 8-08(b) of Regulation S-X. Please revise to include audited financial statements for the fiscal year ended December 31, 2025. letter →

Staff comment: We note that you provide various disclosures regarding your plans to acquire Breeze Autocare in the annual report and that updates were disclosed in the Form 8-K that you filed on December 1, 2025, and in the Form 10-Q that you filed on February 4, 2026, indicating the transaction was completed in exchange for $638.7 million. Please explain to us how you evaluated the significance of this transaction and the requirements in Item 9.01 of Form 8-K, in determining that you would not file an amendment to the Form 8-K within the allotted period of time to include historical financial statements of the entity and pro forma financial statements illustrating the effects of the transaction, based on… letter →

Staff comment: We note that you have indicated on the cover page that you are an accelerated filer and your public float at December 31, 2024 was $580,496,057. Please tell us why you have only included two years of financial statements in your Form 10-K. Refer to Rules 3-01 and 3-02 of Regulation S-X. letter →

Staff comment: We note you generate revenue from the sale of pet products. We also note your emphasis on pet healthcare, including the provision of pharmacy, veterinary, and telehealth services. As it relates to these expanded service-based offerings, please explain your consideration of Rule 5-03(b) of Regulation S-X requiring separate presentation of revenue and costs of revenue from products, services and other revenues; ASC-606-10-50-5 and 606-10-55-89 through 55-91 requiring disclosure of disaggregated revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors; and ASC… letter →

Staff comment: Given that you did not report income after taxes for either of the two fiscal years covered by the most recent annual report, considering the financial statement updating provisions in Rule 3-12(b) and Rule 3-01(c) of Regulation S-X, along with the SEC guidance in C&DI 223.01, the registration statement will need to include or incorporate by reference financial statements for your more recently completed fiscal year prior to the effective date. You may view the interpretive guidance at the following address: letter →

Staff comment: The Staff notes that the Annual Report included audited financials for each non-consolidated joint venture (“JV”). However, the Amended Annual Report only included financials for two of the four JVs. Please supplementally explain how it was determined that Napa Green Apartments (“Napa Green”) and Monarch Town Center (“Monarch”) did not require Regulation S-X Rule 3-09 statements. Please also explain whether the significance calculation under Regulation S-X changed. letter →

Staff comment: The Staff notes that the Amended Annual Report included unaudited financial statements for Napa Green and Monarch. Please supplementally explain whether these disclosures were meant to satisfy the disclosure requirements of Regulation S-X Rule 4-08(g). If so, the Staff does not believe that the requirements of Regulation S-X Rule 4-08(g) have been met because that information is required to be audited. letter →

Staff comment: Please include an “Investments in Non-consolidated Joint Ventures” note in the Annual Report regarding the significant subsidiaries’ calculations, noting which subsidiaries are considered significant and for which subsidiaries Regulation S-X Rules 3-09 or Rule 4-08(g) information has been provided. letter →

Staff comment: Please categorize the Transactions with Affiliated Companies table by (1) investments in majority-owned subsidiaries; (2) other controlled companies; and (3) other affiliates. See footnote 1(a) to Regulation S-X Rule 12-14. letter →