PetMed Express (NASDAQ: PETS) in $37M sale-leaseback of HQ
Rhea-AI Filing Summary
PetMed Express, through its wholly owned subsidiary 420 South Congress Avenue, LLC, has agreed to a sale-leaseback of its Delray Beach, Florida headquarters and related property with Redfearn Capital Acquisitions, LLC for an aggregate purchase price of $37.0 million. The buyer will place a $0.5 million initial deposit and an additional $1.7 million deposit after a Due Diligence Period of up to 30 days, which may be extended by up to 45 days, with closing 30 days after that period, subject to customary conditions and completion of lease negotiations.
At closing, PetMed Express is expected to enter into a 120‑month, triple‑net lease for 100,519 square feet at 420 South Congress Avenue, with first‑year base rent of $15.25 per square foot and 3.5% annual increases. The lease will include three consecutive five‑year extension options at fair‑market‑value starting rents, a cap on property management fees at 4% of gross rent, and requirements to prepay the third year of base rent and provide a security deposit equal to one year’s rent. The company anticipates completing the transaction within 120 days and describes monetizing its real estate as part of its efforts to strengthen its balance sheet, focus on its core pharmacy business, and retain long‑term use of its current headquarters.
Positive
- None.
Negative
- None.
Filing Explained
The
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Aggregate purchase price: $37.0 million
Initial escrow deposit: $0.5 million
Second escrow deposit: $1.7 million
+5 more
8 metrics
Aggregate purchase price
$37.0 million
Sale of 410 and 420 South Congress Avenue properties under the Commercial Contract
Initial escrow deposit
$0.5 million
Buyer deposit due within three business days after the contract date
Second escrow deposit
$1.7 million
Buyer deposit due three business days after completion of the Due Diligence Period
Leased space
100,519 square feet
Headquarters and distribution center space at 420 South Congress Avenue to be leased back
First-year base rent
$15.25 per square foot
Initial base rent for the first year of the 10-year lease term
Annual rent escalation
3.5% per annum
Year-over-year increase in base rent during the lease term and any extensions
Lease term
120 months
Initial lease term commencing at closing for the company-occupied property
Property management fee cap
4% of gross rent
Maximum property management fees passed through to PetMed Express under the lease
Key Terms
sale-leaseback transaction, Due Diligence Period, triple-net multi-tenant lease, fair market value, +1 more
5 terms
sale-leaseback transaction financial
"entered into a definitive agreement for a sale-leaseback transaction"
A sale-leaseback transaction is when a company sells an asset it owns—often real estate or equipment—to a buyer and immediately rents the same asset back so it can keep using it. It matters to investors because it converts a fixed asset into cash while creating a new ongoing rental expense, which can boost short-term liquidity but also change long-term cash flow and debt metrics; think of selling your house and signing a lease to stay as a tenant.
Due Diligence Period financial
"has up to 30 days from the date of the Contract as the Due Diligence Period"
The due diligence period is a set window of time after a deal is announced when buyers, investors or lenders closely check financial records, contracts, operations and risks before finalizing the transaction. Like the inspection and paperwork stage before buying a house, it matters to investors because issues found during this time can change the price, the terms, or lead to walking away, directly affecting the investment’s value and risk.
triple-net multi-tenant lease financial
"The Lease will be a triple-net multi-tenant lease, meaning that all costs and expenses"
fair market value financial
"base rent for the first year of each extension period to be determined based on fair market value"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What sale-leaseback transaction did PetMed Express (PETS) announce?
PetMed Express agreed to sell its Delray Beach headquarters and related properties for $37.0 million to Redfearn Capital Acquisitions, LLC, while leasing back the space it occupies for offices and its Florida distribution center under a new long-term commercial lease.
What are the key lease terms for PetMed Express (PETS) headquarters space?
The company expects a 120-month triple-net lease for 100,519 square feet with first-year base rent of $15.25 per square foot, 3.5% annual increases, three five-year extension options at fair market value, and a property management fee cap of 4% of gross rent.
When could the PetMed Express (PETS) sale-leaseback close?
The buyer has a Due Diligence Period of up to 30 days, extendable by up to 45 days, with closing scheduled 30 days after that. PetMed Express states it anticipates completing the transaction within 120 days, subject to customary closing conditions.
How much will be deposited in escrow for the PetMed Express (PETS) sale-leaseback?
The buyer must deposit $0.5 million within three business days of the contract date and another $1.7 million three business days after the Due Diligence Period. These amounts will be held in escrow and disbursed according to the contract terms.
Why is PetMed Express (PETS) pursuing a sale-leaseback of its headquarters?
Interim CEO Leslie Campbell states the transaction is intended to help maximize and unlock shareholder value, support efforts to strengthen the balance sheet, optimize the company’s asset base, and provide financial flexibility while allowing continued occupancy of its long-time headquarters and distribution facilities.
What costs will PetMed Express (PETS) bear under the new lease?
The lease is structured as a triple-net multi-tenant lease, so PetMed Express, as tenant, will bear costs associated with operating, repairing, and maintaining the property, including real estate taxes, insurance, common area maintenance, repairs, and capped property management fees, subject to negotiated operating expense exclusions.
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): July 23, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||
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 1.01. Entry into a Material Definitive Agreement.
On July 23, 2026, 420 South Congress Avenue, LLC (the “Seller”), a wholly owned subsidiary of PetMed Express, Inc. (the “Company”), entered into a Commercial Contract and Addendum of Additional Terms with Redfearn Capital Acquisitions, LLC (the “Buyer”), pursuant to which the Seller agreed to sell to the Buyer the properties located at 410 and 420 South Congress Avenue, Delray Beach, Florida (collectively, the “Properties”) and agreed to consummate a leaseback transaction of the portion of the Properties currently occupied by the Company (collectively, the “Sale-Leaseback Transaction”). The Commercial Contract, as modified by the Addendum of Additional Terms, is referred to herein as the “Contract.”
Under the terms of the Contract, the Sellers agreed to sell to the Buyer the Properties (which includes the Company’s principal executive office) for an aggregate purchase price of $37.0 million. The Buyer is required to make an initial deposit of $0.5 million within three business days after the date of the Contract and another deposit of $1.7 million three business days after completion of the Due Diligence Period (as defined below). These deposits will be held in escrow and disbursed in accordance with the terms of the Contract.
The Buyer has up to 30 days from the date of the Contract (the “Due Diligence Period”) to test, analyze, survey, inspect, and investigate the Properties to determine whether the Properties are satisfactory to the Buyer, in the Buyer’s sole and absolute discretion. The Due Diligence Period may be extended by the Buyer under certain circumstances by up to 45 days. Prior to the expiration of the Due Diligence Period, the Buyer will deliver written notice to the Seller of the Buyer’s determination of whether or not the Properties are acceptable. If the Buyer delivers timely notice that the Properties are not acceptable, then the Buyer’s deposit will be returned to the Buyer and the Contract terminated. The Buyer’s failure to comply with this notice requirement will constitute acceptance of the Properties in their present “as is” condition. The Contract provides that the closing of the sale of the Properties (the “Closing”) will occur the date that is thirty days after the end of the Due Diligence Period. The Closing is subject to the satisfaction of certain customary closing conditions, including negotiation of the Lease (as defined below). The Contract contains certain representations, warranties, covenants, obligations, conditions, indemnification obligations and termination provisions which are customarily found in real estate sale-leaseback transactions.
The Contract provides that, at the Closing, the Company, as tenant, and the Buyer, as landlord, will enter into a lease agreement, in form and substance to be negotiated in good faith by the Seller and the Buyer during the Due Diligence Period (the “Lease”) for 100,519 square feet of space at the Property currently occupied by the Company (i.e., 420 South Congress Avenue, Delray Beach, Florida) (the “Company Property”). In the Addendum of Additional Terms included in the Contract (the “Addendum”), the Seller and the Buyer agreed that the Lease will include the following terms: (a) the term of the Lease will commence on the date of the Closing and expire 120 months thereafter; (b) the base rent will be $15.25 per square foot for the first year of the term and such base rent will increase by 3.5% per annum thereafter; (c) the Lease will include three consecutive five year extension options exercisable by the Company, with base rent for the first year of each extension period to be determined based on fair market value and such base rent will increase by 3.5% per annum thereafter (d) the Lease will be a triple-net multi-tenant lease, meaning that all costs and expenses associated with the Company Property, including, without limitation, the costs of operating, repairing and maintaining the Company Property (including, without limitation, real estate taxes, insurance, common area maintenance, repairs, and property management fees to be capped at 4% of gross rent of the property) will be passed through to the Company, as tenant; and (e) the Lease will provide for prepayment of the third year of base rent and a security deposit of one-year’s rent (which security deposit is subject to reduction in certain circumstances). The Seller and the Buyer agreed in the Addendum that the Lease will include operating expense exclusions that will be negotiated during lease negotiations and, as part of such exclusions, will include that capital improvements and reserves will be excluded. The Buyer must deliver its proposed form of Lease to the Seller within five business days following the date of the Contract, and the Lease must be agreed upon prior to the expiration of the Due Diligence Period and executed at Closing. In the event the Lease is not agreed upon prior to the expiration of the Due Diligence Period, then either the Seller or the Buyer may terminate the Contract.
The foregoing summary of the Contract (including the Addendum) is qualified in its entirety by reference to the full text of the Contract (including the Addendum), which is filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
2
Item 7.01. Regulation FD Disclosure.
On July 23, 2026, the Company issued a press release announcing the Sale-Leaseback Transaction described in Item 1.01. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information, including Exhibit 99.1 referenced herein, is “furnished” and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may be incorporated by reference in a filing by the Company under the Exchange Act only if and to the extent such subsequent filing specifically references the information herein as being incorporated by reference in such filing.
3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1Commercial Contract, dated July 23, 2026, by and between Redfearn Capital Acquisitions, LLC and 420 South Congress Avenue, LLC, a wholly-owned subsidiary of PetMed Express, Inc.
10.2Addendum of Additional Terms, dated July 23, 2026, by and between Redfearn Capital Acquisitions, LLC and 420 South Congress Avenue, LLC, a wholly-owned subsidiary of PetMed Express, Inc.
99.1Press Release dated July 23, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
4
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: July 23, 2026
PETMED EXPRESS, INC. | ||||||||
By: | /s/ Robert Lawsky | |||||||
Name: | Robert Lawsky | |||||||
Title: | General Counsel | |||||||
5
4937-3157-4463.3 PetMeds Announces Proposed Sale-Leaseback of Headquarters and Distribution Center Buildings for $37 Million DELRAY BEACH, Fla., July 23, 2026 — PetMed Express, Inc., dba PetMeds and parent company of PetCareRx (Nasdaq: PETS), today announced that it has entered into a definitive agreement for a sale-leaseback transaction (“Transaction”) with an institutional real estate investor involving the Company’s headquarters and distribution center buildings in Delray Beach, FL, for an aggregate purchase price of $37 million. The Transaction is subject to a due diligence period and satisfaction of certain customary closing conditions, including negotiation of a lease back to the Company of the portion of the sold properties housing the Company’s offices and Florida distribution center. The Company anticipates closing the Transaction within the next 120 days. "This transaction represents another important step in our ongoing commitment to maximize and unlock value for our shareholders," said Leslie Campbell, Interim CEO and President. "As we've worked to strengthen our balance sheet and sharpen our focus on our core pharmacy business, optimizing our asset base and unlocking the value of our real estate is a logical next step. This transaction enables us to continue to occupy the headquarters that has been home to PetMeds for the past decade, while providing us with additional financial flexibility to continue investing in the initiatives that have the most potential to drive shareholder returns and create long-term value." PetMeds does not intend to disclose or comment on further developments related to the Transaction unless or until it determines that further disclosure is appropriate or required. Additional information regarding the Transaction will be contained in a Form 8-K to be filed by PetMeds with the U.S. Securities and Exchange Commission (SEC) and which will be available on the SEC’s web site at www.sec.gov. Copies are also available at no charge at the Investor Relations section of PetMeds’ corporate website at www.PetMeds.com. 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.
4937-3157-4463.3 Forward-Looking Statements This press release contains 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. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. Words such as “may,” “could,” “expect,” “project,” “outlook,” “strategy,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “strive,” “goal,” “continue,” “likely,” “will,” “would” and other similar words and expressions are intended to signify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the proposed sale and leaseback of the Company’s headquarters and distribution center buildings. Forward- looking statements are based on the Company’s current expectations and assumptions regarding future events, which are subject to risks and uncertainties. Actual results could differ materially from those anticipated due to a number of factors, including but not limited to, the risk that the closing conditions for the Transaction will not be satisfied and the risk that the Transaction may not close, as well as other risks described from time to time in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, as well as other subsequent filings 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 undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Investor Contact ICR, LLC Reed Anderson investor@petmeds.com