•In July 2015, the Company’s 2015 Outside Director Equity Compensation Restricted Stock Plan (“2015 Director Plan”) became effective upon the approval of the plan by the Company’s shareholders. The 2015 Director Plan authorized 400,000 shares of the Company's common stock available for issuance under the plan and provides for an automatic increase every year in the amount of shares available for issuance under the plan of 10% of the shares authorized under the plan.

•In July 2016, the Company’s 2016 Employee Equity Compensation Restricted Stock Plan (“2016 Employee Plan”) became effective upon the approval of the plan by the Company’s shareholders. The 2016 Employee Plan authorized 1,000,000 shares of the Company's Common stock available for issuance under the plan. In July 2022, the Company’s 2022 Employee Equity Compensation Restricted Stock Plan (“2022 Employee Plan”) became effective upon the approval of the plan by the Company’s shareholders.

•The 2022 Employee Plan replaced the 2016 Employee Plan, and as of April 2023 no further awards were granted, or will be granted, under the 2016 Employee Plan. The 2022 Employee Plan authorized 1,000,000 shares of the Company's common stock available for issuance.

•On August 8, 2024, the Company adopted the PetMed Express, Inc. 2024 Omnibus Incentive Plan (the “2024 Omnibus Plan”) pursuant to which the Company reserved 850,000 shares of common stock, par value $.001 per share, for the issuance of equity awards granted under such plan.

•On September 27, 2024, the Company adopted the PetMed Express, Inc. 2024 Inducement Incentive Plan (the “2024 Inducement Plan”) pursuant to which the Company reserved 350,000 shares of common stock, par value $.001 per share, of the Company’s common stock (subject to the adjustment provisions of the Inducement Plan) for the issuance of equity awards granted under the Inducement Plan.

The Company records compensation expense associated with restricted stock in accordance with ASC Topic 718 (“Share Based Payments”) (ASU 2016-09). The value of the restricted stock is determined based on the market value of the stock at the issuance date. The restriction period or forfeiture period is determined by the Company’s Compensation and Human Capital Committee and is to be no less than 1 year and no more than ten years unless otherwise specified by the Compensation and Human Capital Committee. The following table presents the number of common shares issued under each of the Company's plans:

As of December 31, 2025, 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 former Company's Chief Financial Officer.

For the three months ended December 31, 2025 and December 31, 2024, the Company recognized compensation expense (reversal) related to the 2016 and 2022 Employee Plan, the 2015 Director Plan, 2024 Omnibus Plan and 2024 Inducement Plan of $0.3 million and $0.5 million, respectively. For the nine months ended December 31, 2025 and December 31, 2024, the Company recognized compensation expense (reversal) of $1.1 million and $(7.2) 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. See Footnote 11, "Income Taxes" for tax impact of the Company's stock compensation expense.

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. Restricted stock award activity in the nine months ended December 31, 2025 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	All Plans Number of Shares	Weighted-Average Grant Date Fair Value
Non-vested restricted stock outstanding at March 31, 2025	9,207	8,686	—	—	—	17,893	$	21.39
Granted and issued	—	—	—	346,950	27,000	373,950	$	2.56
Vested	(6,166)	(7,614)	—	—	—	(13,780)	$	21.59
Forfeited	(3,041)	(947)	—	(1,000)	—	(4,988)	$	17.17
Non-vested restricted stock outstanding at December 31, 2025	–	125	—	345,950	27,000	373,075	$	2.56

At December 31, 2025 and 2024, there were 373,075 and 21,203 RSAs subject to restriction and forfeiture outstanding, respectively. For the three months ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense related to RSAs of $0.1 million and $0.1 million, respectively. For the nine months ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense (reversal) related to RSAs of $0.2 million and $(8.2) million, respectively.

The Company first granted restricted stock units (“RSUs”) in the year ended March 31, 2024. The fair value assigned to RSUs is the market price of the Company’s stock on the grant date. The vesting period for employees and members of the Board of Directors generally ranges from one to three years. For the nine months ended December 31, 2025, RSU activity under the 2022 Employee Plan, 2015 Director Plan, 2024 Omnibus Plan and 2024 Inducement Plan 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	All Plans Number of Shares	Weighted-Average Grant Date Fair Value Per RSU
Balance at March 31, 2025	22,316	568,416	321,022	290,000	1,201,754	$	4.49
Granted	—	—	9,877	—	9,877	$	2.97
Vested and issued	(10,097)	(250,830)	(77,002)	(95,068)	(432,997)	$	4.38
Forfeited	(7,219)	(265,382)	(133,269)	(168,265)	(574,135)	$	4.36
Balance at December 31, 2025	5,000	52,204	120,628	26,667	204,499	$	5.00

The total grant-date fair value of RSUs granted during the three months ended December 31, 2025 and 2024 was $8 thousand and $0.2 million, respectively. For the three months ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $0.1 million and $0.4 million, respectively.

The total grant-date fair value of RSUs granted during the nine months ended December 31, 2025 and 2024 was $29 thousand and $4.2 million, respectively. For the nine months ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $1.0 million and $1.1 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. PSUs with a performance condition generally vest over one year. PSUs with a market condition generally vest over three years. 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	All Plans Number of Shares	Weighted-Average Grant Date Fair Value Per PSU
Balance at March 31, 2025	—	—	146,772	—	146,772	$	3.47
Granted	—	—	—	—	—	$	—
Vested and issued	—	—	—	—	—	$	—
Forfeited	—	—	(146,772)	—	(146,772)	$	3.47

Balance at December 31, 2025	—	—	—	—	—	$	—