UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number: 000-28827 ________________________ PETMED EXPRESS, INC. (Exact name of registrant as specified in its ...

Financial Performance - Net sales decreased by approximately $15.0 million, or 22.7%, to approximately $51.2 million for the quarter ended June 30, 2025, compared to approximately $66.2 million for the quarter ended June 30, 2024[117]. - Adjusted EBITDA for the quarter ended June 30, 2025, was $(2.7) million, a decrease of $1.2 million or 75% compared to $(1.5) million for the same period in 2024[116]. - Gross profit decreased by approximately $4.6 million, or 24.3%, to approximately $14.4 million for the quarter ended June 30, 2025, primarily due to lower sales and higher cost of sales[125]. - Gross profit margin decreased to 28.1% for the quarter ended June 30, 2025, compared to 28.8% for the same quarter in 2024[110]. - Total operating expenses increased to 94.9% of sales for the quarter ended June 30, 2025, compared to 22.1% for the same quarter in 2024[110]. Sales Breakdown - Reorder sales decreased by approximately $11.5 million, or 21.8%, to approximately $41.3 million for the quarter ended June 30, 2025, primarily due to a decline in prescription medication sales[119]. - New order sales decreased by approximately $2.8 million, or 25.6%, to approximately $8.2 million for the quarter ended June 30, 2025, attributed to decreased and less efficient variable marketing spend[120]. - Recurring net sales, including AutoShip & Save subscriptions and membership revenue, accounted for 57.7% of total gross sales for the quarter ended June 30, 2025, up from 52.6% for the same period last year[122]. Customer Metrics - Average purchase per customer was approximately $99 for the quarter ended June 30, 2025, compared to $96 for the same quarter in 2024[101]. - The company acquired approximately 85,000 new customers for the quarter ended June 30, 2025, compared to approximately 120,000 new customers for the same period in 2024[121]. Expenses and Charges - General and administrative expenses increased by approximately $8.1 million, or 165.7%, to approximately $12.9 million for the quarter ended June 30, 2025, driven by an increase in stock-based compensation expense[126]. - The impairment of goodwill and intangible assets resulted in a charge of $26.7 million during the three months ended June 30, 2025[107]. - The fair value of the reporting unit was determined to be less than its carrying value, leading to a goodwill impairment charge[106]. - Cost of sales decreased by approximately $10.4 million, or 22.0%, to approximately $36.8 million for the quarter ended June 30, 2025, with cost of sales as a percentage of sales at 71.9%[124]. Macroeconomic Factors - The company expects macroeconomic factors, including inflation and rising interest rates, to continue impacting operations for the remainder of fiscal 2026[109]. Tax and Working Capital - The effective tax rate for the quarter ended June 30, 2025 was approximately 0.0%, compared to approximately 20.3% for the quarter ended June 30, 2024, due to the cancellation of performance stock units[131]. - Working capital decreased by $5.8 million to $10.3 million as of June 30, 2025, primarily due to a decrease in current assets[134]. Product Offering - The company has approximately 6,000 products in its line, including medications, health products, and supplies for pets[100]. - The company markets its products through national advertising campaigns to increase brand recognition and customer traffic[101].

Core Viewpoint - Cardone Ventures has made an unsolicited proposal to acquire PetMed Express, Inc. for $4.25 per share, indicating a total equity value of approximately $89 million [1] Group 1: Acquisition Proposal - The proposal is non-binding and has been submitted to the Board of Directors of PetMed Express [1] - The acquisition price of $4.25 per share represents a significant valuation for PetMed Express [1] - The proposal is not contingent on any financing, indicating Cardone Ventures' confidence in the acquisition [1]

Core Viewpoint - PetMed Express, Inc. has received an unsolicited acquisition proposal from SilverCape Investments Limited to acquire all outstanding shares for $4 per share in cash, which is subject to due diligence and a definitive agreement but not contingent on financing [1][2] Company Overview - PetMed Express, Inc. is a pioneer in the direct-to-consumer pet healthcare sector, founded in 1996, and operates as a national online pharmacy licensed across all 50 states [3] - The company offers a comprehensive range of pet health solutions, including pharmaceuticals, compounded medications, and OTC supplements through its brands and PetCareRx subsidiary [3] - PetMed Express focuses on value, convenience, and care to empower pet parents in supporting the health of their pets [3]

Core Insights - PetMed Express, Inc. has launched a new Holiday Collection focused on health, wellness, and lifestyle products for pets, aiming to provide practical gifts that enhance pets' everyday health and comfort [1][2] Product Categories - The Holiday Collection includes grooming and pampering gifts designed to provide comfort and cleanliness for pets [2] - Health, first aid, and peace-of-mind gifts are also featured, catering to pet parents who prioritize their pets' health [3] - Unique and thoughtful gifts for pet lovers are part of the collection, ensuring every pet parent finds something special [4] - The collection includes specific items for cats, addressing the needs of pet owners looking for unique gifts [5] Featured Products - Notable products include Dr. Cuddles Dry Shampoo, TropiClean Perfect Fur Shampoo, and Moko Beauty & Grooming Collection for grooming [6] - Health-focused items such as Operation Good Boy Dog First Aid Kit, Oncotect At-Home Cancer Screening Test, and DNA My Dog Allergy Test are highlighted [6] - The collection also features innovative products like the CA Pixi Smart Mouse Camera for monitoring cats and Vetality Harmony Pet Calming Litter Box Diffuser for calming effects [6] Availability - The Holiday Giftable Essentials Collection is available for purchase on PetMeds.com, with options for fast shipping and subscriptions on select items [9] Company Background - PetMeds, founded in 1996, is a pioneer in the direct-to-consumer pet healthcare sector, offering a wide range of pet health solutions including pharmaceuticals and OTC supplements [10]

Company Overview - PetMed Express, Inc. is an online pet pharmacy founded in 1996, offering a wide range of medications, supplements, food, and other pet health products [3] Allegations and Stock Performance - On June 10, 2025, PetMed announced a delay in releasing its fourth-quarter and full-year 2025 financial results, leading to a stock drop of $0.47, or 11.22%, closing at $3.72 on June 11, 2025 [4] - On July 1, 2025, PetMed stated it would not file its fiscal-year 2025 Annual Report on time due to an internal review of revenue recognition, resulting in a stock decline of $0.05 per share, or 1.51%, finishing at $3.27 [5] - On November 12, 2025, PetMed reported it could not timely submit its third-quarter 2025 Form 10-Q due to an Audit Committee investigation, causing a significant stock price drop of $0.94 per share, or 32.41%, closing at $1.96 on November 13, 2025 [6] Legal Investigation - Edelson Lechtzin LLP is investigating potential violations of federal securities laws involving PetMed Express, stemming from allegations of providing misleading business information to the investing public [1]

Core Viewpoint - PetMed Express, Inc. has extended its shareholder rights plan for one year, reflecting the Board's belief that the company's shares do not currently represent its inherent value or long-term growth potential [1][2]. Summary by Sections Shareholder Rights Plan - The Board of Directors has unanimously approved an amendment to extend the expiration date of the Rights Plan from December 2, 2025, to December 2, 2026, with all other terms remaining unchanged [1][4]. - The Rights Plan aims to protect shareholders during a time of significant stock accumulation by certain shareholders, ensuring fair treatment and preventing control acquisition without appropriate compensation [2][3]. Company Background - PetMed Express, Inc. is a pioneer in the direct-to-consumer pet healthcare sector, offering a wide range of pet health solutions through its brands, including PetCareRx [5]. - The company is licensed across all 50 states and focuses on providing value, convenience, and care to pet owners [5].

Core Viewpoint - Pets at Home experienced a share price increase despite reporting weak trading results, as the company avoided another profit warning [2] Financial Performance - Revenues for the 28 weeks ending on 9 October decreased by 1.3% to £778.3 million, while pre-tax profit fell by 29.1% to £36.2 million [2] - The retail division saw a year-on-year sales decline of 2.3%, totaling £679.9 million, with underlying pre-tax profit plummeting by 84.1% to £3.5 million [5] - Underlying pre-tax profit margins in the retail segment dropped by 260 basis points to 0.5% due to discounting, adverse product mix, and lower supplier income [5] - The veterinary services unit reported a revenue increase of 6.7% to £375.9 million, with underlying pre-tax profit rising by 8.3% to £44.9 million and margins improving by 90 basis points to 45.7% [6] Management and Strategy - The interim CEO Ian Burke emphasized the need for urgent action to return the retail business to growth and stabilize operations [7] - The company is in search of a new CEO following the departure of Lyssa McGowan, who left after the second profit warning of 2025 [7] Market Insights - Analyst Mark Crouch highlighted the disparity between the struggling retail arm and the resilient veterinary division, indicating that the retail sector requires immediate revival [8] - Concerns were raised about the increasing debt levels on the balance sheet and the potential for a structural slump in consumer demand [8]

Core Viewpoint - PetMed Express, Inc. has announced preliminary second quarter fiscal year 2026 results, indicating a significant decline in net sales compared to the previous year, and has filed a Notification of Late Filing with the SEC due to delays in filing its Form 10-Q [1][2]. Financial Performance - For the fiscal second quarter ended September 30, 2025, net sales are estimated to range from $43.4 million to $44.5 million, a decrease from $58.0 million in the prior year period [2]. - For the six months ended September 30, 2025, net sales are estimated to range from $94.5 million to $95.6 million, down from $124.3 million in the prior year period [2]. - The company reported $36.1 million in cash and no debt as of September 30, 2025 [4]. Compliance and Regulatory Issues - On November 12, 2025, the company received a notice from Nasdaq indicating non-compliance due to delays in filing its Quarterly Reports for the periods ended June 30, 2025, and September 30, 2025 [5]. - The company must submit an update to its original plan to regain compliance by November 28, 2025, following a previous submission on September 2, 2025 [6]. - The notice does not have an immediate effect on the listing of the company's common stock on Nasdaq [6]. Operational Challenges - The company is currently unable to provide estimates for operating income or net income for the three- and six-month periods ended September 30, 2025, due to ongoing analysis of a potential goodwill impairment charge [3]. - The company is working diligently to complete and file its Q1 10-Q and Q2 10-Q as soon as possible to regain compliance with Nasdaq listing standards [7]. Company Overview - PetMed Express, Inc. is a pioneer in the direct-to-consumer pet healthcare sector, offering a range of pet health solutions through its brands, including PetCareRx [8]. - The company is licensed across all 50 states and focuses on providing value, convenience, and care to pet owners [8].

Core Insights - Bragar Eagel & Squire, P.C. is investigating potential claims against PetMed Express, Inc. for possible violations of federal securities laws and unlawful business practices [1][2] Investigation Details - The investigation is focused on whether PetMed has engaged in any unlawful activities that may have affected its stockholders [1][2] - Investors who have suffered losses and are long-term stockholders are encouraged to reach out for more information regarding their rights [3] Company Background - Bragar Eagel & Squire, P.C. is a law firm that represents individual and institutional investors in various types of litigation across the United States [4] - The firm has offices in New York and California and specializes in commercial and securities litigation [4] Recent Developments - On June 10, 2025, PetMed announced a delay in releasing its fourth quarter and fiscal year 2025 earnings due to the need for additional time to complete the year-end audit [6] - Following this announcement, PetMed's stock price dropped by $0.47, or 11.22%, closing at $3.72 per share on June 11, 2025 [6]