PETMED EXPRESS INC
For the period ended Mar 31, 2026. Filed Jun 2, 2026.
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FY2026 · Filed Jun 2, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report on Form 10-K.
(1)Consolidated Financial Statements– See the Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
The following exhibits are filed as part of this Annual Report on Form 10-K or hereby incorporated by reference to exhibits previously filed with the SEC.
(3)Articles of Incorporation and By-Laws
| 3.1 | Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 10-SB, File No. 000-28827, filed January 10, 2000). |
| 3.2 | Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.2 to our Form 10-K for the year ended March 31, 2015, filed May 22, 2015). |
| 3.3 | Articles of Amendment to the Amended and Restated Articles of Incorporation, dated December 3, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K/A filed December 18, 2024). |
| 3.4 | Third Amended and Restated By-Laws of PetMed Express, Inc. (incorporated by reference to Exhibit 3.3 to our Form 10-Q for the quarter ended September 30, 2024, filed November 7, 2024). |
(4)Instruments Defining the Rights of Security Holders
| 4.1 | Specimen common stock certificate (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form 10-SB, File No. 000-28827, filed January 10, 2000). |
| 4.3 | Rights Agreement, dated December 3, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (which includes the Form of Right Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Form 8-K/A filed December 18, 2024). |
| 4.4 | Amendment No. 1 to Rights Agreement, dated as of November 26, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.2 to the Form 8-K filed November 26, 2025). |
(10)Material Contracts
| 10.1+ | 2016 Employee Equity Compensation Restricted Stock Plan, including form of Restricted Stock Agreement used for grants of restricted stock (incorporated by reference to Exhibit A to our definitive Proxy Statement for our 2016 Annual Meeting of Shareholders filed June 13, 2016). |
| 10.2 + | Form of Indemnification Agreement entered into with the Directors and Executive Officers of the Company (incorporated by reference to Exhibit 10.1 to our Form 10-Q for the quarter ended June 30, 2019, filed July 30, 2019). |
| 10.3+ | 2022 Employee Equity Compensation Plan (as amended and restated) (incorporated by reference to Exhibit 10.1 to our Form 8-K filed June 20, 2023). |
| 10.3.1+ | Form of Restricted Stock Unit Agreement under 2022 Employee Equity Compensation Plan (incorporated by reference to Exhibit 10.3 to our Form 8-K filed June 20, 2023). |
| 10.3.2+ | Form of Performance Stock Unit Agreement under 2022 Employee Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to our Form 8-K filed June 20, 2023). |
| 10.4+ | 2015 Outside Director Equity Compensation Plan (as amended and restated) (incorporated by reference to Exhibit 10.5 to our Form 8-K filed June 20, 2023). |
| 10.4.1+ | Form of Restricted Stock Unit Agreement under 2015 Outside Director Equity Compensation Plan (incorporated by reference to Exhibit 10.7 to our Form 8-K filed June 20, 2023). |
| 10.4.2+ | Form of Restricted Stock Agreement under the 2015 Outside Director Equity Compensation Plan (incorporated by reference to Exhibit 10.10.1 to our Form 10-K for the year ended March 31, 2017 filed May 23, 2017). |
| 10.5+ | Executive Employment Agreement, dated April 29, 2024, between the Company and Sandra Campos (incorporated by reference to Exhibit 10.2 to our Form 8-K filed on April 29,2024). |
| 10.5.1+ | Separation Agreement, dated August 11, 2025, between the Company and Sandra Campos (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on August 12, 2025) |
| 10.6+ | PetMed Express, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed August 8, 2024). |
| 10.6.1+ | Form of Restricted Stock Unit Award under 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1.1 to our Form 8-K filed August 8, 2024). |
| 10.6.2+ | Form of Performance Stock Unit Award under 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1.2 to our Form 8-K filed August 8, 2024). |
| 10.6.3+ | Form of Restricted Stock Award under 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1.3 to our Form 8-K filed August 8, 2024). |
| 10.6.4+ | Form of Stock Option Award under the 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1.4 to our Form 8-K filed August 8, 2024). |
| 10.7+ | Non-Employee Director Compensation Program, revised as of October 29, 2025.* |
| 10.8+ | PetMed Express, Inc. 2024 Inducement Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed September 27, 2024). |
| 10.8.1+ | Form of Restricted Stock Unit Award under 2024 Inducement Incentive Plan (incorporated by reference to Exhibit 10.1.1 to our Form 8-K filed September 27, 2024). |
| 10.8.2+ | Form of Performance Stock Unit Award under 2024 Inducement Incentive Plan (incorporated by reference to Exhibit 10.1.2 to our Form 8-K filed September 27, 2024). |
| 10.8.3+ | Form of Restricted Stock Award under 2024 Inducement Incentive Plan (incorporated by reference to Exhibit 10.1.3 to our Form 8-K filed September 27, 2024). |
| 10.8.4+ | Form of Stock Option Award under the 2024 Inducement Incentive Plan (incorporated by reference to Exhibit 10.1.4 to our Form 8-K filed September 27, 2024). |
| 10.9+ | Executive Employment Agreement, dated September 16, 2024, between the Company and Robyn D’Elia (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on September 12,2024). |
| 10.9.1+ | Separation Agreement, dated August 11, 2025, between the Company and Robyn D’Elia (incorporated by reference to Exhibit 10.2 to our Form 8-K filed on August 12, 2025). |
| 10.10+ | Change of Control and General Severance Agreement, dated November 26, 2025, between PetMed Express, Inc. and Douglas Krulik (incorporated by reference to Exhibit 10.1 to our Form 8-K filed November 26, 2025). |
| 10.11+ | Interim Executive Employment Agreement, dated October 20, 2025, between the Company and Leslie C.G. Campbell (incorporated by reference to Exhibit 10.1 to our Form 10-K filed October 21, 2025). |
(19) Insider trading policies and procedures
| 19.1 | Statement of Policy Regarding Insider Trading* |
(21)Subsidiaries of Registrant
| 21.1 | Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 to our Form 10-K filed October 14, 2025) |
(23)Consents of Experts and Counsel
| 23.1 | Consent of Baker Tilly LLP* |
| 23.2 | Consent of RSM US LLP* |
(31)Certifications
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)* |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)* |
(32)Certifications
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 1350** |
(97) Policy Relating to Recovery of Erroneously Awarded Compensation
| 97.1 | Executive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to our Form 10-K filed October 14, 2025) |
| 101.INS* | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Filed herewith
**Furnished herewith
- Indicates a management contract or compensatory plan or arrangement
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