Form 8-K

8-K — PETMED EXPRESS INC

Accession: 0001040130-26-000047

Filed: 2026-09-21

Period: 2026-09-15

CIK: 0001040130

SIC: 5912 (RETAIL-DRUG STORES AND PROPRIETARY STORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — pets-20260915.htm (Primary)

EX-99.1 (pets-tamarelkelesboardappo.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: pets-20260915.htm · Sequence: 1

pets-20260915

0001040130FALSE00010401302026-09-152026-09-150001040130us-gaap:CommonStockMember2026-09-152026-09-150001040130us-gaap:PreferredStockMember2026-09-152026-09-15

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): September 15, 2026

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):

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

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

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Tamar Elkeles as Director

On September 15, 2026, the Board of Directors (the “Board”) of PetMed Express, Inc. (the “Company”) appointed Tamar Elkeles, Ph.D., to serve as a director of the Company effective as of September 17, 2026. In connection with the appointment of Dr. Elkeles, the Board increased the number of members on the Board to 5 directors. Dr. Elkeles will serve as a director of the Company until the 2027 annual meeting of the Company’s shareholders or until her successor is elected and qualified, subject to her earlier resignation or removal. The Board has determined that Dr. Elkeles qualifies as an independent director under the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Guidelines. Dr. Elkeles has been appointed to serve immediately on the Board’s Compensation and Human Capital Committee and Corporate Governance and Nominating Committee.

Dr. Elkeles, age 57, has over 30 years of experience serving as an executive, board member, and/or strategic advisor in the technology, enterprise software, and human capital industries. She served as Chief Human Resources Officer of XCOM Labs (now known as Virewirx) from January 2019 to June 2022, where she led the company’s human capital function. Since December 2022, she has served as a Senior Advisor at East Wind Advisors, an independent, industry-focused investment bank, where she advises East Wind and its clients on merger and acquisition transactions, conducting due diligence, and providing insights on competitive market dynamics. Dr. Elkeles currently serves on the board of directors of Brightline Interactive (NASDAQ: BTLN) (formerly The Glimpse Group, Inc.), where she serves as Chair of the Compensation Committee and the Nominating & Governance Committee. She previously served on the board of directors of G3 VRM Acquisition Corp. (NASDAQ: GGGV) from February 2021 to July 2022, and on the board of directors of GP Strategies Corporation, an NYSE-listed company, until its sale to Learning Technologies Group, a London Stock Exchange company. She currently serves on the board of directors of OpenSesame and on the Board of Advisors of the Forbes School of Business & Technology at The University of Arizona. Dr. Elkeles also serves as a strategic advisor to several start-up companies in the technology sector. Dr. Elkeles holds both an M.S. and Ph.D. in Organizational Psychology from the California School of Professional Psychology and a B.A. in psychology and human development from the University of Kansas. The Board believes that Dr. Elkeles’ extensive background in human capital strategy and aligning talent with strategic growth, coupled with her experience as a board member, executive, and strategic advisor across public and private companies, will bring invaluable perspective to the Board as it oversees the Company’s strategic growth priorities, human capital practices, corporate governance, and operational execution.

There is no arrangement or understanding between Dr. Elkeles and any other persons pursuant to which she was selected as a director. There are no family relationships between Dr. Elkeles and any director or executive officer of the Company, and there are no transactions to which the Company is a party and in which Dr. Elkeles has a direct or indirect material interest that is required to be disclosed under Item 404(a) of Regulation S-K. In connection with her appointment to the Board, Dr. Elkeles will receive compensation in accordance with the Company’s Non-Employee Director Compensation Program filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission on June 2, 2026 (the “2026 Form 10-K”). The Company also intends to enter into an indemnification agreement with Dr. Elkeles in the same form as the Company’s standard form indemnification agreement with its other directors, which is filed as Exhibit 10.2 to the Company’s 2026 Form 10-K.

Item 7.01 Regulation FD Disclosure.

On September 21, 2026, the Company issued a press release relating to the appointment of Dr. Elkeles to the Board. A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated by reference in this Item 7.01.

The information furnished under Item 7.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information furnished under Item 7.01 of this report shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release issued by PetMed Express, Inc. dated September 21, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 21, 2026

PETMED EXPRESS, INC.

By:

/s/ Robert Lawsky

Name:

Robert Lawsky

Title:

General Counsel

EX-99.1

Filename: pets-tamarelkelesboardappo.htm · Sequence: 2

Document

PetMeds Enhances Board of Directors with Appointment of Tamar Elkeles as New Independent Director

Dr. Elkeles Brings Deep Experience and Proven Track Record in Shaping Human Capital Strategy to Support Strategic Growth and Operational Execution

DELRAY BEACH, Fla., September 21, 2026 — PetMed Express, Inc., dba PetMeds and parent company of PetCareRx (Nasdaq: PETS), today announced the appointment of Tamar Elkeles, PhD as a new independent director and Chair of the Compensation and Human Capital Committee, effective September 17, 2026.

Dr. Elkeles brings more than three decades of experience as an executive, board member, and strategic advisor across the technology, enterprise software and human capital industries. From 1992 to 2015, she served as Chief Learning & Talent Officer at Qualcomm, where she helped shape the human capital strategy that supported the company's growth from $100 million to more than $25 billion in revenue and its global workforce from 700 to 35,000 employees. She currently serves as a Senior Advisor at East Wind Advisors, an Advisor at 444 Capital and a Venture Partner at Emerge Capital and she sits on the boards of Brightline Interactive and Open Sesame.

Dr. Elkeles’ appointment follows the Company’s recent announcement regarding its executive leadership transition, in which consumer and e-commerce sector veteran Jeff Willard was appointed Chief Executive Officer and President, succeeding Leslie C.G. Campbell, who served as Interim CEO and President alongside her role as Chair of the Board.

"As part of our ongoing commitment to proactive board refreshment and strong corporate governance, we are thrilled to welcome Tamar to the Board," said Justin Mennen, incoming Chair of the Board. " As PetMeds continues to scale and execute on its long-term growth priorities, Tamar’s deep experience and proven track record in building high-performing cultures and aligning talent with strategic growth will be an invaluable asset to our Board and leadership team,” added Mr. Mennen.

"I am honored to join the PetMeds Board of Directors at such a pivotal inflection point for the business," said Dr. Elkeles. "With a solid operational and cultural foundation in place, I look forward to working with Justin, Jeff, and the entire Board to support PetMeds’ organizational growth priorities and drive long-term, sustainable value for our shareholders."

About PetMeds

Founded in 1996, PetMeds is a pioneer in the direct-to-consumer pet healthcare sector. As a trusted national online pharmacy, PetMeds is licensed across all 50 states and staffed with expert pharmacists dedicated to supporting pet wellness, pets and pet parents, and the veterinarians who serve them. Through its PetMeds family of brands and through its PetCareRx subsidiary, the Company offers a comprehensive range of pet health solutions — including top-brand and generic pharmaceuticals, compounded medications, and better-for-your-pet OTC supplements and nutrition. Focused on value, convenience, and care, PetMeds and PetCareRx empower pet parents to help their dogs, cats, and horses live longer, healthier lives. To learn more, visit www.PetMeds.com and www.PetCareRx.com.

Forward-Looking Statements

This press release may contain “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, that involve a number of risks and uncertainties, including the Company’s ability to meet the objectives included in its business plan. These forward-looking statements include, without limitation, statements regarding the Company’s ability to

4937-3157-4463.3

deliver long-term sustainable value for its shareholders; and the Company’s ability to scale and, execute on its long-term growth priorities. Important factors that could cause results to differ materially from those indicated by such forward-looking statements are set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the Company’s Annual Report on Form 10-K filed on June 2, 2026 for the fiscal year ended March 31, 2026. 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 Securities and Exchange Commission, including, but not limited to, the Company's Annual Reports on Form 10-K, Quarterly Reports 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 press release 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.

Investor Contact

ICR, LLC

Reed Anderson

investor@petmeds.com

4937-3157-4463.3

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.3

Cover

Sep. 15, 2026

Document Information [Line Items]

Document Type

8-K

Document Period End Date

Sep. 15, 2026

Entity Registrant Name

PetMed Express, Inc.

Entity Incorporation, State or Country Code

Entity File Number

000-28827

Entity Tax Identification Number

65-0680967

Entity Address, Address Line One

420 South Congress Avenue

Entity Address, City or Town

Delray Beach

Entity Address, State or Province

Entity Address, Postal Zip Code

33445

City Area Code

561

Local Phone Number

526-4444

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Entity Central Index Key

0001040130

Amendment Flag

false

Common Stock [Member]

Document Information [Line Items]

Title of 12(b) Security

Common Stock, par value $.001 per share

Trading Symbol

PETS

Security Exchange Name

NASDAQ

Preferred Stock [Member]

Document Information [Line Items]

Title of 12(b) Security

Preferred Stock Purchase Rights

Security Exchange Name

NASDAQ

No Trading Symbol Flag

true

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true only for a security having no trading symbol.

+ References

No definition available.

+ Details

Name:

dei_NoTradingSymbolFlag

Namespace Prefix:

dei_

Data Type:

dei:trueItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_PreferredStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: