Form 8-K

8-K — PETMED EXPRESS INC

Accession: 0001040130-26-000040

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001040130

SIC: 5912 (RETAIL-DRUG STORES AND PROPRIETARY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — pets-20260813.htm (Primary)

EX-99.1 (pets-q12027xex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: pets-20260813.htm · Sequence: 1

pets-20260813

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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): August 13, 2026

PetMed Express, Inc.

(Exact name of registrant as specified in its charter)

Florida

000-28827

65-0680967

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

420 South Congress Avenue, Delray Beach, Florida 33445

(Address of principal executive offices) (Zip Code)

(561) 526-4444

(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, par value $.001 per share

PETS

NASDAQ

Preferred Stock Purchase Rights

N/A

NASDAQ

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 o

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. o

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2026, PetMed Express, Inc. (the “Company”) issued a press release announcing its June 30, 2026 fourth quarter and fiscal year end financial results and other financial information and announcing that management would review these results in a conference call and webcast at 4:30 pm Eastern time on August 13, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 and the information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

99.1 – Press release dated August 13, 2026.

104 – Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release dated August 13, 2026

104

Cover Page Interactive Data File (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.

Dated: August 13, 2026

PETMED EXPRESS, INC.

By:

/s/ Leslie C.G. Campbell

Name:

Leslie C.G. Campbell

Title:

Interim Chief Executive Officer and President (principal executive officer)

EX-99.1

Filename: pets-q12027xex991.htm · Sequence: 2

Document

Exhibit 99.1

PetMeds® Announces First Quarter Financial Results

Delray Beach, Florida, August 13, 2026, PetMed Express, Inc. dba PetMeds and parent company of PetCareRx (NASDAQ: PETS) today announced its financial results for its first quarter ended June 30, 2026.

Quarterly Highlights

•Net sales demonstrated sequential quarterly stabilization. For the first quarter ended June 30, 2026, net sales were $41.0 million compared to $51.2 million for the prior year period, a decrease of 19.9%, as lower consumer promotional usage was more than offset by a decline in prescription medication sales.

•Net loss for the quarter ended June 30, 2026, was $6.1 million, or $(0.28) per diluted share, compared to a net loss of $34.2 million, or $(1.65) per diluted share, for the prior year period. The decrease in net loss was primarily driven by the absence of the prior-year goodwill and trade name impairment charges and to a lesser extent lower general and administrative expenses and advertising expenses. These favorable factors were partially offset by lower gross profit primarily driven by lower manufacturer rebates as a percentage of sales, partially offset by lower net freight costs per order.

•Adjusted EBITDA1 was $(3.4) million compared to $(2.7) million in the prior year period.

“Our first quarter results reflect continued progress toward our goal of establishing a direct, clear path back to sustainable profitability," said Leslie Campbell, Chairman and Interim CEO and President of PetMeds. "We are pleased that net sales have stabilized sequentially over the past several quarters, and we continued to make our marketing spend more efficient, acquiring 70,000 new customers while reducing our cost of acquiring a new customer by 15% year-over-year. At the same time, disciplined expense management drove a nearly 14% reduction in general and administrative expenses. We also completed one of the largest milestones in our technology transformation with the enterprise-wide rollout of our new SAP ERP system, further modernizing and strengthening our financial systems and reporting processes. And with our recently announced sale-leaseback transaction, we took an important step toward strengthening our balance sheet and enhancing our financial flexibility to invest in the initiatives with the greatest potential to drive shareholder returns."

Earnings Webcast

A webcast reviewing financial results for the first quarter fiscal year ended June 30, 2026 is available at the “News & Events” section of the Company’s investor relations website at https://investors.petmeds.com/News--Events/events-and-presentations/default.aspx.

About PetMed Express, Inc.

Founded in 1996, PetMeds is a pioneer in the direct-to-consumer pet healthcare sector. As a trusted national online pharmacy, PetMeds is licensed across all 50 states and staffed with expert pharmacists dedicated to supporting pet wellness, pets and pet parents, and the veterinarians who serve them. Through its PETS family of brands and through its PetCareRx subsidiary, the Company offers a comprehensive range of pet health solutions - including top-brand and generic pharmaceuticals, compounded medications, and better-for-your-pet OTC supplements and nutrition. Focused on value, convenience, and care, PetMeds and PetCareRx empower pet parents to help their dogs, cats, and horses live longer, healthier lives. To learn more, visit www.PetMeds.com and www.PetCareRx.com

Forward Looking Statement

This press release may contain “forward-looking statements”, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties, including the Company’s ability to meet the objectives included in its business plan. Important factors that could cause results to differ materially from those indicated by such forward-looking statements are set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the Company’s Annual Report on Form 10-K to be filed for the year ended March 31, 2026. The Company’s future results may also be impacted by other risk factors listed from time to time in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and periodic filings on Form 8-K. You should not place undue reliance on these forward-looking statements,

1 Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.

which apply only as of the date of this press release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements, other than as may be required by law. If the Company does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.

Investor Contact:

ICR, LLC

Reed Anderson

(646) 277-1260

investor@petmeds.com

PETMED EXPRESS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share amounts) (Unaudited)

June 30,

2026 March 31,

2026

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents $ 13,079 $ 21,412

Accounts receivable, less allowance for credit losses of $0 and $25, respectively

1,706 1,908

Inventories, net 8,468 13,608

Prepaid expenses and other current assets 4,256 6,378

Prepaid income taxes 96 258

Total current assets 27,605 43,564

Noncurrent assets:

Property and equipment, net 25,213 26,326

Intangible and other assets, net 10,549 10,789

Operating lease right-of-use assets, net 395 512

Total noncurrent assets 36,157 37,627

Total assets $ 63,762 $ 81,191

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 12,298 $ 20,906

Sales tax payable 20,603 22,261

Accrued expenses and other current liabilities 6,654 7,665

Current operating lease liabilities 414 493

Deferred revenue 629 689

Income taxes payable — 20

Total current liabilities 40,598 52,034

Deferred tax liabilities, net 175 175

Operating lease liabilities, net of current lease liabilities — 42

Total liabilities $ 40,773 $ 52,251

Shareholders' equity:

Preferred stock, $0.001 par value, 5,000,000 shares authorized:

Convertible preferred stock, $0.001 par value, with a liquidation preference of $4 per share, 250,000 shares authorized; 2,500 and 2,500 convertible shares issued and outstanding, respectively

9 9

Series A Junior Participating Preferred Stock, $0.001 par value, 100,000 shares authorized; no shares issued or outstanding

— —

Common stock, $.001 par value, 40,000,000 shares authorized; 21,682,381 and 21,385,638 shares issued and outstanding, respectively

22 21

Additional paid-in capital 19,840 19,647

Retained earnings 3,118 9,263

Total shareholders' equity 22,989 28,940

Total liabilities and shareholders' equity $ 63,762 $ 81,191

PETMED EXPRESS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF (LOSS) INCOME

(In thousands, except for share and per share amounts) (Unaudited)

Three Months Ended

June 30,

2026 2025

Net sales $ 41,015 $ 51,180

Cost of sales 29,682 36,777

Gross profit 11,333 14,403

Operating expenses:

General and administrative 11,197 12,948

Advertising 4,220 6,046

Depreciation and amortization 2,148 2,283

Impairment of goodwill and intangible assets — 27,258

Total operating expenses 17,565 48,535

Loss from operations (6,232) (34,132)

Other income:

Interest (expense) income, net (338) (198)

Other, net 438 187

Total other income (expense) 100 (11)

Loss before provision for income taxes (6,132) (34,143)

Provision for income taxes 13 9

Net loss $ (6,145) $ (34,152)

Basic and diluted net loss per share $ (0.28) $ (1.65)

Basic and diluted weighted-average common shares outstanding 21,682,381 20,755,416

PETMED EXPRESS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

Three Months Ended

June 30,

2026 2025

Cash flows from operating activities:

Net loss $ (6,145) $ (34,152)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 2,148 2,283

Impairment of goodwill and intangible assets — 27,258

Share based compensation 198 591

Bad debt (recovery) expense — (6)

(Increase) decrease in operating assets and increase (decrease) in operating liabilities:

Accounts receivable 202 718

Inventories 5,140 (2,156)

Prepaid income taxes 162 —

Prepaid expenses and other current assets 2,122 (1,170)

Operating lease right-of-use assets, net 117 112

Accounts payable (8,608) (3,523)

Sales tax payable (1,658) 127

Accrued expenses and other current liabilities (1,164) (1,287)

Lease liabilities (121) (113)

Deferred revenue (60) (977)

Income taxes payable (20) 24

Net cash used in operating activities (7,687) (12,271)

Cash flows from investing activities:

Purchases of property and equipment (641) (1,292)

Net cash used in investing activities (641) (1,292)

Cash flows from financing activities:

Dividends paid — (1)

Cash paid for tax withholding on net settlement of restricted stock (5) (29)

Net cash used in financing activities (5) (30)

Net decrease in cash and cash equivalents (8,333) (13,593)

Cash and cash equivalents, at beginning of period 21,412 54,720

Cash and cash equivalents, at end of period $ 13,079 $ 41,127

Supplemental disclosure of cash flow information:

Cash paid for income taxes net of refunds $ (120) $ (4)

Dividends payable in accrued expenses and other current liabilities $ — $ 23

Non-cash investing activity for property and equipment additions

$ 155 $ 478

Non-GAAP Financial Measures

To provide investors and the market with additional information regarding our financial results, we have disclosed (see below) adjusted EBITDA, a non-GAAP financial measure that we calculate as net income excluding share-based compensation expense (benefit), depreciation and amortization; income tax provision, interest income (expense), and other non-operational expenses. We have provided reconciliations below of net (loss) income to adjusted EBITDA, the most directly comparable GAAP financial measures.

We have included adjusted EBITDA, herein, because it is a key measure used by our management and Board of Directors to evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates operating performance comparability across reporting periods by removing the effect of non-cash expenses and other expenses. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

We believe it is useful to exclude non-cash charges, such as share-based compensation expense (benefit) and depreciation and amortization from our adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. We believe it is useful to exclude income tax provision and interest income (expense), as neither are components of our core business operations. We also believe that it is useful to exclude other non-operational expenses, employee severance, impairment of goodwill and intangible assets, and interest expense relating to an estimated unremitted prior sales tax accrual as these items are not indicative of our ongoing operations. Adjusted EBITDA has limitations as a financial measure, and these non-GAAP measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and adjusted EBITDA does not reflect capital expenditure requirements for such replacements or for new capital expenditures;

•Adjusted EBITDA does not reflect net share-based compensation. Share-based compensation has been, and will continue to be for the foreseeable future, a material recurring expense in our business and an important part of our compensation strategy;

•Adjusted EBITDA does not reflect interest income (expense), net; or changes in, or cash requirements for, our working capital;

•Adjusted EBITDA does not reflect transaction related costs and other items which are either not representative of our underlying operations or are incremental costs that result from an actual or planned transaction and include litigation matters, integration consulting fees, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems;

•Adjusted EBITDA does not reflect certain non-operating expenses including the employee severance which reduces cash available to us;

•Adjusted EBITDA does not reflect certain non-operating expenses (income) including sales tax expense (income) relating to recording a liability for sales tax we did not collect from our customers;

•Other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces the measures usefulness as comparative measures.

Because of these and other limitations, Adjusted EBITDA should only be considered as supplemental to, and alongside with other GAAP based financial performance measures, including various cash flow metrics, net income, net margin, and our other GAAP results.

The following table presents a reconciliation of net loss, the most directly comparable GAAP measure to Adjusted EBITDA for each of the periods indicated:

Reconciliation of Unaudited Non-GAAP Measures

PetMed Express, Inc.

Three Months Ended

($ in thousands, except percentages) June 30, 2026 June 30, 2025 $

Change %

Change

Consolidated Reconciliation of GAAP Net Loss to Adjusted EBITDA:

Net loss

$ (6,145) $ (34,152) $ 28,007 82 %

Add (subtract):

Stock-based Compensation 198 591 (393) (66) %

Income Taxes 13 9 4 44 %

Depreciation and Amortization 2,148 2,283 (135) (6) %

Interest Expense (Income), Net 338 198 140 71 %

Employee Severance — 95 (95) n/m

Professional Fees (1)

— 1,021 (1,021) n/m

Impairment of goodwill and intangible assets

— 27,258 (27,258) n/m

Adjusted EBITDA $ (3,448) $ (2,697) $ (751) 28 %

(1) Consists of professional fees related to the investigation as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

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