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): November 1226, 2025

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):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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 21.0201. ~~Results~~Entry ofInto ~~Operations~~a ~~and~~Material ~~Financial Condition.~~Agreement

On November 1326, 2025, PetMed Express, Inc., a Florida corporation (the “Company”), ~~issued~~entered ainto ~~press~~Amendment ~~release~~No. ~~announcing~~1 ~~preliminary~~(the ~~estimated~~“Amendment”) ~~revenues~~to ~~for~~ the ~~three-~~Rights ~~and~~Agreement, ~~nine-month~~dated ~~periods~~as ~~ended~~of ~~September~~December 303, ~~2025.~~2024, ~~These~~by ~~preliminary~~and ~~estimated~~between ~~revenues~~the ~~are~~Company ~~unaudited,~~and ~~based~~Continental onStock ~~currently~~Transfer ~~available~~& ~~information~~Trust ~~and~~Company, doa ~~not~~federally ~~present~~chartered ~~all~~trust ~~necessary~~company, ~~information~~as ~~for~~rights aagent ~~complete understanding of~~ (the ~~Company’s~~“Original ~~financial~~Rights ~~condition~~Agreement,” and as ofamended ~~September~~by ~~30,~~the ~~2025~~Amendment, orthe ~~its~~“Amended ~~results~~Rights ofAgreement”). ~~operations~~Pursuant ~~for~~to the ~~three-~~Amendment, ~~and~~the ~~nine-month~~Final ~~periods~~Expiration ~~ended~~Date ~~September~~of ~~30,~~the ~~2025.~~Rights Ahas ~~copy~~been ofextended until the ~~press~~Close ~~release~~of isBusiness ~~furnished~~on asDecember ~~Exhibit~~2, 992026.1 toCapitalized ~~this~~terms ~~Current~~used ~~Report~~but onnot ~~Form~~defined ~~8-K~~herein ~~and~~have ~~incorporated~~the bymeanings ~~reference~~specified ~~herein~~in the Amended Rights Agreement.

The ~~information~~Rights ~~furnished~~are in ~~this~~all ~~Item~~respects ~~2.02~~subject onto ~~this~~and ~~Current~~governed ~~Report~~by onthe ~~Form~~provisions ~~8-K,~~of ~~including~~the ~~Exhibit~~Amended 99Rights Agreement.1, ~~shall~~The ~~not~~above bedescription ~~deemed~~of ~~“filed” for~~ the ~~purposes~~Original ofRights ~~Section~~Agreement 18and of the ~~Securities~~Amendment ~~Exchange~~does ~~Act~~not ofpurport ~~1934,~~to asbe ~~amended~~complete ~~(the~~and ~~“Exchange~~is ~~Act”),~~qualified orin ~~otherwise~~its ~~subject~~entirety by reference to the ~~liabilities~~full text of ~~that~~the ~~section,~~Original ~~nor~~Rights ~~shall~~Agreement, itwhich beis ~~deemed~~ incorporated by reference ~~into~~to ~~any~~Exhibit ~~filing~~4.1 ~~under~~to the ~~Securities~~Form ~~Act~~8-K/A offiled ~~1933,~~by asthe ~~amended~~Company (with the “U.S. Securities ~~Act~~and Exchange Commission (the “SEC”) on December 18, or2024, and to the ~~Exchange~~Amendment, ~~Act~~which is attached hereto as Exhibit 4.2, ~~regardless~~both of ~~any~~which ~~general~~are ~~incorporation~~incorporated ~~language~~herein inby ~~such filing~~reference.

Item 3.0103. ~~Notice~~Material ofModifications ~~Delisting or Failure~~ to ~~Satisfy~~Rights ~~a Continued Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

OnThe ~~November~~information ~~12,~~set ~~2025,~~forth ~~the~~under ~~Company~~Item received an expected notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (the “Q2 10-Q”), in addition to its continued delinquency in filing its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Q1 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1~~) (the “Listing Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U~~.S.01 ~~Securities~~is ~~and~~incorporated ~~Exchange~~into ~~Commission~~this ~~(the~~Item ~~“SEC”)~~3. ~~The~~03 ~~Notice~~by further states that, because the Company was delinquent in filing its Form 10-K for the fiscal year ended March 31, 2025 (the “Initial Delinquent Filing”) and remains delinquent in filing the Q1 10-Q, any Nasdaq Staff exception to allow the Company to regain compliance, if granted, will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or December 29, 2025reference.

~~The~~Item ~~Notice~~5.02. ~~states~~Departure ~~that, as a result~~ of ~~the~~Directors ~~additional~~or ~~delinquency,~~Certain ~~the~~Officers; ~~Company~~Election ~~must~~of ~~submit,~~Directors; byAppointment ~~November~~of ~~28,~~Certain ~~2025,~~Officers; anCompensatory ~~update~~Arrangements toof ~~its~~Certain ~~original plan to regain compliance with respect to the filing requirement~~Officers. ~~The Company previously submitted its original plan to regain compliance to Nasdaq on September 2, 2025, and the Company intends to timely update Nasdaq with respect to the plan by November 28, 2025.~~

~~The~~On ~~Notice~~November ~~has~~26, no2025, ~~immediate~~the ~~effect~~Board onunanimously approved, upon the ~~listing~~recommendation of the Board’s Compensation and Human Capital Committee, an increase in the annual base salary of Douglas Krulik, the Company’s ~~common~~Interim ~~stock~~Principal onFinancial ~~Nasdaq~~Officer and Chief Accounting Officer, from $300,000 to $330,000 per year, with such increase being deemed to be effective as of August 30, 2025. On the same day, upon approval by the Board upon the recommendation of the Compensation and Human Capital Committee, the Company also entered into a Change of Control and General Severance Agreement with Mr. Krulik (the “CCGS Agreement”).

~~While~~The CCGS Agreement provides that, in the event that Mr. Krulik’s employment is terminated by the Company ~~can~~at ~~provide~~any notime ~~assurances~~without as“Cause” (whether or not a Change of Control has occurred), Mr. Krulik will be entitled to ~~timing~~severance compensation equal to six months of his annual base salary as then in effect in exchange for a customary full release of claims, which severance shall be paid over a six-month period after termination. The agreement further provides that, in the event that Mr. Krulik’s employment is terminated by the Company ~~continues~~without Cause during the twelve-month period following a Change of Control or in the event that Mr. Krulik resigns for “Good Reason” during such twelve-month period, then (i) Mr. Krulik will be entitled to ~~work~~severance ~~diligently~~compensation equal to ~~complete~~six ~~its~~months Q1of 10his annual base salary as then in effect in exchange for a customary full release of claims, which severance shall be paid over a six-Qmonth period after termination, and Q2(ii) ~~10-Q~~all unvested restricted stock awards and ~~intends~~vested torestricted ~~file~~units ~~them~~then asheld ~~promptly~~by asMr. ~~possible~~Krulik towill ~~regain~~immediately ~~compliance~~become ~~with~~vested ~~the~~upon ~~Listing~~such ~~Rule~~termination.

For purposes of the CCGS Agreement, the term “Change of Control” has the meaning set forth in the Company’s 2024 Omnibus Incentive Plan. The term “Cause” is customarily defined to include commission of willful dishonesty, commission of a felony or other crime involving fraud and dishonesty, personal misconduct or negligent conduct that injures the interests of the Company, and various similar acts, all as more particularly defined in CCGS Agreement. “Good Reason” includes certain material adverse changes in Ms. Krulik’s duties, responsibilities, functions or title with the Company or a material reduction in Mr. Krulik’s base salary, as more particularly defined in the Employment Agreement.

The foregoing does not purport to be a complete description of the CCGS Agreement and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

On November 26, 2025, the Company issued a press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
99.1						Press release.
4.1						Rights Agreement, dated as of December 3, 2024, by and between PetMed Express, Inc. and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to Form 8-K/A filed with the SEC on December 18, 2024)
4.2						Amendment No. 1 to Rights Agreement, dated as of November 26, 2025, by and between PetMed Express, Inc. and Continental Stock Transfer & Trust Company, as rights agent
10.1						Change of Control and General Severance Agreement, dated November 26, 2025, between PetMed Express, Inc. and Douglas Krulik
99.1						Press release issued by PetMed Express, Inc. on November 26,2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “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. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. Words such as “may,” “could,” “expect,” “project,” “outlook,” “strategy,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “strive,” “goal,” “continue,” “likely,” “will,” “would” and other similar words and expressions are intended to signify forward-looking statements. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and are subject to various risks and uncertainties,

including: the Company’s ability to complete the filing of its Q1 10-Q and Q2 10-Q within the anticipated time period; the Company’s ability to regain compliance with Nasdaq listing standards; and the time and effort required to complete and file the Company’s financial statements and Form 10-Qs for its fiscal quarters ending June 30, 2025, and September 30, 2025. 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 SEC, including, but not limited to, the Company's Annual Report on Form 10-K for the year ended March 31, 2025, as well as other subsequent filings on Form 10-Q and periodic filings on Form 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report on Form 8-K 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.

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: November 1326, 2025

PETMED EXPRESS, INC. By: /s/ ~~Douglas~~Robert ~~Krulik~~Lawsky Name: ~~Douglas~~Robert ~~Krulik~~Lawsky Title: ~~Chief~~General ~~Accounting Officer, Interim Principal Financial Officer and Treasurer~~Counsel

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