2024 Q4 - Annual Report

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 27, 2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission File No. 0-20572 PATTERSON COMPANIES, INC. (Exact name of registrant as specified in its charter) Minnesota41-0886515(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 1031 Mendota Heights RoadSt. Paul, Minnesota 55120(Address of principal executive offices including Zip Code)Registrant’s telephone number, including area code: (651)686-1600 Securities registered pursuant to Section12(b) of the Act: Title of each classTrading Symbol(s)Name of exchange on which registeredCommon Stock, par value $.01PDCONASDAQ Global Select Market Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesxNo¨ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.YesxNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).YesxNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerxAcceleratedfiler☐Non-acceleratedfiler☐Smallerreportingcompany☐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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐Nox The aggregate market value of voting common equity held by non-affiliates, computed by reference to the price at which the common equity was lastsold as of the last business day of the registrant's most recently completed second fiscal quarter (October28, 2023) was approximately $2,822,000,000(For purposes of this calculation all of the registrant’s executive officers and directors are deemed affiliates.) As of June10, 2024, there were 87,760,000 shares of Common Stock of the registrant issued and outstanding. Documents Incorporated By Reference Portions of the registrant’s definitive proxy statement to be filed pursuant to Regulation14A within 120days after the registrant’s fiscal year-end ofApril27, 2024 are incorporated by reference into PartIII. FORM 10-K INDEX PagePARTI3Item1.BUSINESS3Item 1A.RISK FACTORS22Item 1B.UNRESOLVED STAFF COMMENTS35Item 1C.CYBERSECURITY35Item2.PROPERTIES36Item3.LEGAL PROCEEDINGS37Item4.MINE SAFETY DISCLOSURES37PARTII38Item5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES38Item6.[RESERVED]39Item7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS40Item7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK47Item8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA48Item9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE78Item9A.CONTROLS AND PROCEDURES78Item9B.OTHER INFORMATION79Item9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS80PARTIII81Item10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE81Item11.EXECUTI