The Company issues share-based awards through several plans that are described in detail in the notes to the consolidated financial statements within the Annual Report on Form 10-K for the year ended March 31, 2026.

At the Annual Meeting of Shareholders held on August 11, 2026, the shareholders of the Company approved the 2026 Plan Amendment to the PetMed Express, Inc. 2024 Omnibus Incentive Plan (“2024 Omnibus Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 2,650,000 from 850,000 shares. The 2026 Plan Amendment also increased the limit on the number of shares that may be issued upon the exercise of incentive stock options by the same number.

As of June 30, 2026, all shares in the 2022 Employee Plan, 2016 Employee Plan and 2015 Director Plan were issued subject to a restriction or forfeiture or vesting period that lapses ratably on the first, second, and third anniversaries of the date of grant, and the fair value of which is being amortized over a one to three-year restriction period, with the exception of performance restricted shares which were issued to the Company's former Chief Executive Officer and the Company’s former Chief Financial Officer.

For the three months ended June 30, 2026 and June 30, 2025, the Company recognized compensation expense of $0.2 million and $0.6 million, respectively. All stock-based compensation expense is recognized as a payroll-related expense and it is included within the general and administrative expenses line item within the Company’s Consolidated Statements of Operations, and the offset is included in the additional paid-in capital line item of the Company’s Consolidated Balance Sheets.

The fair value assigned to restricted stock awards (“RSAs”) is the market price of the Company’s stock at the grant date. The vesting period ranges from one to three years.


	2015 Director Plan Number of Shares	2016 Employee Plan Number of Shares	2022 Employee Plan Number of Shares	2024 Omnibus Plan Number of Shares	2024 Inducement Plan Number of Shares	Total RSAs	Weighted-Average Grant Date Fair Value
Non-vested restricted stock outstanding at March 31, 2026	—	—	—	312,104	27,000	339,104	$	2.57
Granted and issued	—	—	—	310,200	—	310,200	$	1.80
Vested	—	—	—	—	—	—	$	—
Forfeited	—	—	—	(7,500)	(15,000)	(22,500)	$	2.73
Non-vested restricted stock outstanding at June 30, 2026	—	—	—	614,804	12,000	626,804	$	2.18

For the three months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense related to RSAs of $0.1 million and $0.1 million, respectively.

The fair value assigned to Restricted Stock Units (“RSUs”) is the market price of the Company’s stock on the grant date. The vesting period ranges from one to three years.


	2015 Director Plan Number of Shares	2022 Employee Plan Number of Shares	2024 Omnibus Plan Number of Shares	2024 Inducement Plan Number of Shares	Total RSUs	Weighted-Average Grant Date Fair Value Per RSU
Balance at March 31, 2026	2,500	52,037	92,317	26,667	173,521	$	4.88
Granted	—	—	—	—	—	$	—
Vested and issued	—	(9,167)	(2,693)	—	(11,860)	$	4.39
Forfeited	—	(27,334)	—	—	(27,334)	$	4.20
Balance at June 30, 2026	2,500	15,536	89,624	26,667	134,327	$	5.06

For the three months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense related to RSUs of $0.1 million and $0.5 million, respectively.

The fair value assigned to performance stock units (“PSUs”) is determined using the market price of the Company’s stock on the grant date for awards with a performance condition, and by using a Monte Carlo simulation for awards with a market condition. The vesting period generally ranges for PSUs with a performance condition or market condition over a one year to three year period. Stock-based compensation expense associated with PSUs with a performance condition are re-assessed each reporting period based upon the estimated performance attainment on the reporting date until the performance conditions are met. The ultimate number of shares of common stock that are issued to an employee is the result of the actual performance of the Company or individual at the end of the performance period compared to the performance targets.


	2015 Director Plan Number of Shares	2022 Employee Plan Number of Shares	2024 Omnibus Plan Number of Shares	2024 Inducement Plan Number of Shares	Total PSUs	Weighted-Average Grant Date Fair Value Per PSU
Balance at March 31, 2026	—	—	—	—	—	$	—
Granted	—	—	169,500	—	169,500	$	1.10
Vested and issued	—	—	—	—	—	$	—
Forfeited	—	—	—	—	—	$	—

Balance at June 30, 2026	—	—	169,500	—	169,500	$	1.10