PetMed Express Files 8-K on Agreements and Officer Changes

TL;DR

PETS filed an 8-K detailing new agreements, officer changes, and other events. Keep an eye on this.

AI Summary

PetMed Express, Inc. filed an 8-K on November 26, 2025, reporting on several key events. These include entering into a material definitive agreement, modifications to security holder rights, and changes related to directors and officers, including compensatory arrangements. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential shifts in the company's governance and operational agreements, which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which can introduce new risks or alter existing ones for the company and its investors.

Key Numbers

• 001-42429 — SEC File Number (Identifies the company's filing history with the SEC.)
• 251530222 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• PetMed Express, Inc. (company) — Registrant
• November 26, 2025 (date) — Date of earliest event reported
• Florida (location) — State of incorporation
• 65-0680967 (organization_id) — I.R.S. Employer Identification No.
• 420 South Congress Avenue, Delray Beach, Florida 33445 (address) — Principal business address

FAQ

Key Financial Figures

• $300,000 — icer and Chief Accounting Officer, from $300,000 to $330,000 per year, with such increas
• $330,000 — ef Accounting Officer, from $300,000 to $330,000 per year, with such increase being deem

Filing Documents

• pets-20251126.htm (8-K) — 39KB
• exhibit42amendmentno1torig.htm (EX-4.2) — 17KB
• exhibit101changeofcontrola.htm (EX-10.1) — 59KB
• exhibit991pressrelease.htm (EX-99.1) — 10KB
• 0001040130-25-000091.txt ( ) — 298KB
• pets-20251126.xsd (EX-101.SCH) — 2KB
• pets-20251126_def.xml (EX-101.DEF) — 16KB
• pets-20251126_lab.xml (EX-101.LAB) — 27KB
• pets-20251126_pre.xml (EX-101.PRE) — 16KB
• pets-20251126_htm.xml (XML) — 4KB

01. Entry Into a Material Agreement

Item 1.01. Entry Into a Material Agreement On November 26, 2025, PetMed Express, Inc., a Florida corporation (the " Company "), entered into Amendment No. 1 (the " Amendment ") to the Rights Agreement, dated as of December 3, 2024, by and between the Company and Continental Stock Transfer & Trust Company, a federally chartered trust company, as rights agent (the " Original Rights Agreement ," and as amended by the Amendment, the " Amended Rights Agreement "). Pursuant to the Amendment, the Final Expiration Date of the Rights has been extended until the Close of Business on December 2, 2026. Capitalized terms used but not defined herein have the meanings specified in the Amended Rights Agreement. The Rights are in all respects subject to and governed by the provisions of the Amended Rights Agreement. The above description of the Original Rights Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Rights Agreement, which is incorporated by reference to Exhibit 4.1 to the Form 8-K/A filed by the Company with the U.S. Securities and Exchange Commission (the " SEC ") on December 18, 2024, and to the Amendment, which is attached hereto as Exhibit 4.2, both of which are incorporated herein by reference.

03. Material Modifications to Rights of Security Holders

Item 3.03. Material Modifications to Rights of Security Holders. The information set forth under Item 1.01 is incorporated into this Item 3.03 by reference. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 26, 2025, the Board unanimously approved, upon the recommendation of the Board's Compensation and Human Capital Committee, an increase in the annual base salary of Douglas Krulik, the Company's Interim Principal Financial 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 "). The CCGS Agreement provides that, in the event that Mr. Krulik's employment is terminated by the Company at any time without "Cause" (whether or not a Change of Control has occurred), Mr. Krulik will be entitled to 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 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 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, and (ii) all unvested restricted stock awards and vested restricted units then held by Mr. Krulik will i

01. Other Events

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. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 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) 3

SIGNATURES

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 26, 2025 PETMED EXPRESS, INC. By: /s/ Robert Lawsky Name: Robert Lawsky Title: General Counsel 4

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View this 8-K filing on SEC EDGAR