Share-Based Compensation

6 Months Ended

Sep. 30, 2026

Share-Based Payment Arrangement [Abstract]

Note 4: Share-Based Compensation

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 1,800,000 shares to 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. Effective September 27, 2026, the Board of Directors of the Company approved an amendment to the PetMed Express, Inc. 2024 Inducement Incentive Plan (the “Inducement Plan”) to increase the number of shares reserved for issuance under the Inducement Plan by 500,000 shares, resulting in an aggregate of 850,000 total shares reserved for issuance under the Inducement Plan.

The following table presents the number of common shares issued under each of the Company's plans:


Plan Name						Common Shares Issued
2016 Employee Plan						422,438
2015 Director Plan						244,807
2022 Employee Plan						417,446
2024 Omnibus Plan						1,146,765
2024 Inducement Plan						621,735

As of September 30, 2026, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) in the 2024 Omnibus Plan, 2024 Inducement Plan, 2022 Employee Plan, 2016 Employee Plan and 2015 Director Plan were generally issued subject to a restriction, forfeiture, or vesting period of one to three years. These vest ratably on the date of grant, and generally the fair value of which is being amortized over a one to three-year restriction period. Performance stock units (“PSUs”) vest based on the achievement of the specified performance target or market condition, which are generally measured over a one to three-year period, and the compensation cost for these PSUs is recognized over the service period.

On September 28, 2026, the Company’s new CEO, in conjunction with his new employment agreement, received a grant of 250,000 RSAs and 250,000 PSUs under the Company’s 2024 Inducement Plan. Such RSAs will vest in one-third increments on each of the first three anniversaries of the date of grant so long as the CEO continues to be employed by the Company on each vesting date, and such RSAs otherwise contain the standard provisions for RSA grants by the Company. The CEO will earn shares of our common stock pursuant to the PSUs based on the Company’s total shareholder return (“TSR”) relative to the S&P 600 Specialty Retail Index (“Index”) over an overall three-year performance period from September 28, 2026 through September 27, 2029, as follows:

•100% of the target number of shares will be earned if the Company’s TSR is equal to or greater than the 75th percentile of the Index (the “maximum target payout”);

•50% of the target number of shares will be earned if the Company’s TSR is equal to at least the 50th percentile of the Index;

•25% of the target number of shares will be earned if the Company’s TSR is equal to at least the 25th percentile of the Index (the “minimum threshold”);

•No shares will be earned if the TSR is less than the 25th percentile of the Index; and

•Linear scaling will be used to determine the number of shares earned for performance between the maximum target payout level and the minimum threshold payout level.

For the three months ended September 30, 2026 and September 30, 2025, the Company recognized compensation expense of $0.3 million and $0.2 million, respectively. For the six months ended September 30, 2026 and September 30, 2025, the Company recognized compensation expense of $0.5 million and $0.8 million, respectively. All share-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.

Restricted Stock Awards

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

For the six months ended September 30, 2026, RSA activity under the Plans was as follows:


	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	—	—	—	545,865	250,000	795,865	$	1.72
Vested	—	—	—	(26,520)	—	(26,520)	$	2.52
Forfeited	—	—	—	(57,676)	(27,000)	(84,676)	$	2.50
Non-vested restricted stock outstanding at September 30, 2026	—	—	—	773,773	250,000	1,023,773	$	1.92

For the three months ended September 30, 2026 and 2025, the Company recorded share-based compensation expense (reversal), net of forfeitures, related to RSAs of $0.2 million and $(24) thousand, respectively. For the six months ended September 30, 2026 and 2025, the Company recorded share-based compensation expense, net of forfeitures, related to RSAs of $0.4 million and $48 thousand, respectively.

Restricted Stock Units

The fair value assigned to RSUs is the market price of the Company’s stock on the grant date. The vesting period ranges from one to three years.

For the six months ended September 30, 2026, RSU activity under the Plans was as follows:


	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	(2,500)	(15,869)	(17,558)	(13,333)	(49,260)	$	5.78
Forfeited	—	(27,334)	(10,837)	—	(38,171)	$	4.39
Balance at September 30, 2026	—	8,834	63,922	13,334	86,090	$	4.58

For the three months ended September 30, 2026 and 2025, the Company recorded share-based compensation expense, net of forfeitures, related to RSUs of $0.1 million and $0.3 million, respectively. For the six months ended September 30, 2026 and 2025, the Company recorded share-based compensation expense, net of forfeitures, related to RSUs of $0.1 million and $0.8 million, respectively.

Performance Stock Units

The fair value assigned to 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. Share-based compensation expense associated with PSUs with a performance condition is 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.

For the six months ended September 30, 2026, PSU activity under the Plans was as follows:


	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	—	—	177,000	250,000	427,000	$	1.02
Vested and issued	—	—	—	—	—	$	—
Forfeited	—	—	—	—	—	$	—

Balance at September 30, 2026	—	—	177,000	250,000	427,000	$	1.02

For the three months ended September 30, 2026 and 2025, the Company recorded share-based compensation expense (reversal), net of forfeitures, related to PSUs of $27 thousand and $(78) thousand, respectively. For the six months ended September 30, 2026 and 2025, the Company recorded share-based compensation expense (reversal), net of forfeitures, related to PSUs of $27 thousand and $(35) thousand, respectively.