PETMED EXPRESS INC

EXPLANATORY NOTE

PetMed Express, Inc. (“we,” “us,” “our,” or the “Company”) is filing this comprehensive annual report on Form 10-K for the fiscal years ended March 31, 2025, March 31, 2024, and March 31, 2023 (the “Comprehensive Form 10-K”). This Comprehensive Form 10-K contains our audited financial statements for the fiscal year ended March 31, 2025, as well as restatements of the following previously filed periods: (i) our audited consolidated financial statements as of and for the years ended March 31, 2024 and 2023 originally included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the “2024 10-K”); (ii) our unaudited condensed consolidated quarterly financial information included in our Quarterly Reports on Form 10-Q for the quarterly periods within the fiscal years ended March 31, 2024 and 2023 (collectively, the “Historical Quarterly Reports”); and (iii) our unaudited condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024, September 30, 2024 , and December 31, 2024 (collectively, the “2025 Quarterly Reports” and together with the Historical Quarterly Reports and the 2024 10-K, the “Prior Reports” and all financial statements included in the Prior Reports, collectively the “Affected Financial Statements”).

Background and Effects of the Restatement

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2025, the Audit Committee of the Board of Directors, after discussions with management and the Company’s independent registered public accounting firm, RSM US LLP (“RSM”), concluded that the Affected Financial Statements should no longer be relied upon. This conclusion resulted from income statement classification errors described below. As a result, any related press releases, investor presentations, shareholder communications, or other materials that describe or reference the impacted portions of the Affected Financial Statements should likewise no longer be relied upon.

The need for restatement was identified: (1) in part by the Audit Committee Investigation (see Part II, Item 7); and (2) during financial analyses conducted in connection with the preparation of the Company’s consolidated financial statements for the fiscal year ended March 31, 2025. The Company participates in a range of vendor-funded programs through which it receives reimbursements for certain activities, including advertising, sales incentives, and other promotional efforts, typically linked to purchase or sales volume thresholds. These programs are designed to offset costs incurred in connection with stocking, promoting, and selling vendor products.

The Company has historically accounted for promotional sales reimbursements as a component of its revenues. Upon further evaluation, and in discussion with RSM, the Company determined that this accounting treatment was not in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under U.S. GAAP, such consideration received should instead be reflected as a reduction to either cost of sales and/or advertising expense, depending on the nature of the arrangement. As a result of this correction, previously reported revenue, cost of sales, and advertising expenses in the Affected Financial Statements have been revised. While the reclassification affects individual line items on the statements of operations, there is no impact on net income or other financial statements, including the consolidated balance sheets, statements of cash flows, or statements of changes in shareholders’ equity.

Internal Control Considerations

For a description of the material weaknesses in internal control over financial reporting and actions to be taken, to address the material weaknesses, see Item 9A, "Controls and Procedures" of this Form 10-K. In addition, RSM US LLP ("RSM"), the Company's independent registered public accounting firm, issued an adverse opinion on its report on the Company's internal control over financial reporting.

Items Restated in this Comprehensive Form 10-K

This Comprehensive Form 10-K reflects changes to the Affected Financial Statements. The restatement of the consolidated financial statements for the fiscal years ended March 31, 2024 and 2023 is disclosed in Note 1 to the consolidated financial statements. The restatement of the consolidated financial statements for the quarterly and year-to-date periods included in the Historical Quarterly Reports and in the 2025 Quarterly Reports are disclosed in Note 18 to the consolidated financial statements. Other sections impacted by the restatement of the Affected Financial Statements are:

•Part I, Item 1A. Risk Factors;

•Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and

•Part II, Item 9A. Controls and Procedures.

The Company has not filed, and does not intend to file, amendments to the previously filed Prior Reports. Accordingly, investors should rely only on the financial information and other disclosures regarding the Affected Financial Statements in this Comprehensive Form 10-K or in future filings with the SEC (as applicable), and not on any previously issued or filed reports, earnings releases or similar communications relating to these periods.

See Note 1 and Note 18 to the consolidated financial statements, included in Part II, Item 8 of this Comprehensive Form 10-K, for additional information on the restatement and the related consolidated financial statement effects.

See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the Completion of the Audit Committee Investigation.

Part I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information in this Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). You can identify these forward-looking statements by the words "believes," "intends," "expects," "may," "will," "should," "plan," "projects," "contemplates," "intends," "budgets," "predicts," "estimates," "anticipates," or similar expressions. These statements are based on our beliefs, as well as assumptions we have used based upon information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties, and assumptions. Actual future results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of this Annual Report on Form 10-K under the heading “Risk Factors.” A reader, whether investing in our common stock or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of the filing of this Annual Report on Form 10-K. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

NOTE REGARDING COMPANY REFERENCES

When used in this Annual Report on Form 10-K, unless otherwise stated or the context otherwise indicates, "PetMed Express," “PetMeds,” "PetMed," "the Company," "we," "our," and "us" refers collectively to PetMed Express, Inc. and its direct and indirect wholly owned subsidiaries, taken as a whole. "PetCareRx" refers to PetCareRx, Inc., a wholly owned subsidiary of PetMed Express, Inc..