Bark, Inc.
For the period ended Dec 31, 2025. Filed Feb 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 5, 2026
BARK$9.33+11.6%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001819574-25-000047
Item 1A. RISK FACTORSCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-05.
0001628280-26-005799
Item 1A. RISK FACTORSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 126 previous paragraphs and 134 current paragraphs.
120 unchanged; 6 reworded; 7 added; 0 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Public disclosure of, and market reaction to, preliminary non-binding proposals for a possible going private or other transaction could adversely affect our business, results of operations, financial condition and stock price, regardless of whether any transaction is pursued or completed.
Current report
On January 9, 2026, we announced that our Board received a preliminary non-binding indicative proposal letter(the “Letter”)submitted to the Board by Great Dane Ventures, LLC (“Great Dane”), comprised of a group of the Company’s current stockholders, including Matt Meeker, the Company’s Chief Executive Officer and Executive Chairman of the Board, RRE Ventures, Resolute Ventures, Founders Circle Capital and Ironbound Partners Fund. The Letter proposes that Great Dane would acquire all of the outstanding shares of the Company’s common stock not already beneficially owned by the Stockholder Group or their affiliates, in an all-cash transaction, for $0.90 per share. On January 9, 2026, we also announced that our Board had established a special committee of independent and disinterested directors (the “Special Committee”) to evaluate the proposal submitted by Great Dane and any proposal from other parties and consider whether they are in the best interests of the Company and all its stockholders. On January 14, 2026, we received another preliminary non-binding indicative proposal letter from GNK Holdings LLC, together with Marcus Lemonis, proposing to acquire all of the outstanding shares of the Company’s common stock in an all-cash transaction, for $1.10 per share. The special committee of our Board has retained legal and financial advisors to assist the Special Committee in the review and evaluation of those preliminary non-binding indicative proposal letters the Company has received and any proposals from other parties. We do not intend to disclose further developments regarding these matters unless and until further disclosure is determined to be necessary or appropriate.
Current report
There can be no assurance that we will pursue a possible going private transaction or any other particular transaction or other strategic outcome, or that a possible going private transaction or any other proposed transaction will be approved or consummated. The Special Committee may suspend or terminate its consideration of a possible going private transaction at any time. Further, Great Dane,GNK Holdings LLC, Marcus Lemonis or other parties who submit a proposal, or any parties who may be possible financing sources for a possible going private transaction, may suspend or terminate their exploration of a possible going private transaction at any time. A possible going private transaction or other transaction is also dependent upon a number of factors that may be beyond our control including, among other factors, market conditions, industry trends, regulatory developments and litigation.
Current report
Speculation regarding any developments and perceived uncertainties related to our future could impact our ability to retain, attract or strengthen our relationships with key personnel, current and potential customers, suppliers and partners, which may cause them to terminate, or not to renew or enter into, arrangements with us, and could lead to fluctuations in our stock price. We may incur significant expenses related to a possible going private transaction or other transaction and any such transaction or consideration of such a transaction may require and divert significant time and attention of management.
Current report
Any of these factors could disrupt or adversely affect our business, financial condition and results of operations, as well as the market price of our common stock. To the extent receipt and consideration of proposals regarding a possible going private transaction or another transaction adversely affects our business, financial condition and results of operations, as well as the market price of our common stock, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.
Current report
Under applicable NYSE rules, if we determined that we will regain compliance with the Bid Price Requirement by taking an action that requires stockholder approval, as is the case to effectuate a reverse stock split, we must obtain stockholder approval by no later than our next annual meeting of stockholders. Since the Bid Price Requirement condition did not cure within the six-month cure period, we currently intend to seek stockholder approval of a reverse stock split proposal at the annual meeting of stockholders, as disclosed in our preliminary proxy statement filed with the Securities and Exchange Commission on January 30, 2026. In such scenario, the Bid
Current report
Price Requirement condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above $1.00 per share for at least the following 30 trading days.
Reworded paragraphs (6)
Previous wording
•our ability to hire and retain talented, experienced people at all levels of our organization; and
Current wording
•our ability to hire and retain talented, experienced people at all levels of our organization;
Previous wording
•deterioration of the macro-economic environment resulting in disruptions in global trade (in particular due to the imposition of tariffs and uncertainty relating to such tariffs), inflation, increasing interest rates, instability in the banking system or financial markets, changes in the labor markets, and political, economic and social instability, such as wars, armed conflicts or pandemics, in particular as such changes impact our revenue through reduced consumer discretionary spending, our cost structure or our supply chain.
Current wording
•deterioration of the macro-economic environment resulting in disruptions in global trade (in particular due to the imposition of tariffs and uncertainty relating to such tariffs), inflation, increasing interest rates, instability in the banking system or financial markets, changes in the labor markets, and political, economic and social instability, such as wars, global conflicts or pandemics, in particular as such changes impact our revenue through reduced consumer discretionary spending, our cost structure or our supply chain.
Previous wording
In the future, we could be required to raise capital through public or private financing or other debt arrangements. Such capital may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors in our common stock may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock. Debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. We may be forced to raise capital on undesirable terms or be unable to grow our business or respond to competitive pressures, which could have a material adverse effect on our business, financial condition, and results of operations.
Current wording
As of December 31, 2025, we had cash and cash equivalents of approximately $21.7 million. In the future, we could be required to raise capital through public or private financing or other debt arrangements. Such capital may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors in our common stock may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock. Debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. We may be forced to raise capital on undesirable terms or be unable to grow our business or respond to competitive pressures, which could have a material adverse effect on our business, financial condition, and results of operations.
Previous wording
The market price of our common stock may fluctuate significantly or decline in response to numerous factors, many of which are beyond our control, including: actual or anticipated fluctuations in our revenue and results of operations; financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; failure of securities analysts to maintain coverage of BARK, changes in financial estimates or ratings by any securities analysts who follow BARK or our failure to meet the estimates or the expectations of investors; announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital commitments; changes in operating performance and stock market valuations of other retail or technology companies generally, or those in our industry in particular; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; trading volume of our common stock; the inclusion, exclusion or removal of our common stock from any indices; changes in members of our Board of Directors or management; transactions in our common stock by directors, officers, affiliates and other major investors; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; changes in our capital structure, such as future issuances of debt or equity securities; short sales, hedging and other derivative transactions involving our capital stock; general economic conditions in the U.S. or global markets; other events or factors, such as a global pandemic, wars or other armed conflicts, inflation, bank failures, incidents of terrorism or responses to these events; and the other events or factors described in this “Risk Factors” section.
Current wording
The market price of our common stock may fluctuate significantly or decline in response to numerous factors, many of which are beyond our control, including: the proposals discussed above and any other publicly-made proposal, actual or anticipated fluctuations in our revenue and results of operations; financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; failure of securities analysts to maintain coverage of BARK, changes in financial estimates or ratings by any securities analysts who follow BARK or our failure to meet the estimates or the expectations of investors; announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital commitments; changes in operating performance and stock market valuations of other retail or technology companies generally, or those in our industry in particular; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; trading volume of our common stock; the inclusion, exclusion or removal of our common stock from any indices; changes in members of our Board of Directors or management; transactions in our common stock by directors, officers, affiliates and other major investors; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; changes in our capital structure, such as future issuances of debt or equity securities; short sales, hedging and other derivative transactions involving our capital stock; general economic conditions in the U.S. or global markets; other events or factors, such as a global pandemic, failure to regain compliance with the listing standards of NYSE; wars or other global conflicts, inflation, bank failures, incidents of terrorism or responses to these events; and the other events or factors described in this “Risk Factors” section.
Previous wording
Our common stock is currently traded on the New York Stock Exchange (the “NYSE”). NYSE rules require us to maintain a minimum trading price of $1.00 per share of our common stock (the “Bid Price Requirement”). On July 10, 2025, we received a notification letter from the NYSE that we are not in compliance with the Bid Price Requirement because the average closing price of our common stock was less than $1.00 over a consecutive 30 trading-day period. We can regain compliance at any time within the six-month period following receipt of the NYSE’s notice, or until January 10, 2025 (the “Compliance Date”) if on the last trading day of any calendar month prior to the Compliance Date, we have (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The notification received from the NYSE has no immediate effect on our NYSE listing. Our common stock will continue to be listed and trade on the NYSE at this time, subject to our ongoing compliance with the NYSE’s other continued listing standards.
Current wording
Our common stock is currently traded on the New York Stock Exchange (the “NYSE”). NYSE rules require us to maintain a minimum trading price of $1.00 per share of our common stock (the “Bid Price Requirement”). On July 10, 2025, we received a notification letter from the NYSE that we are not in compliance with the Bid Price Requirement because the average closing price of our common stock was less than $1.00 over a consecutive 30 trading-day period. Under applicable NYSE rules, we had a the six-month period following receipt of the NYSE’s notice, or until January 10, 2025 (the “Compliance Date”), to regain compliance if on the last trading day of any calendar month prior to the Compliance Date, we had (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.
Previous wording
While we intend to consider all available alternatives, including but not limited to, a reverse stock split, to regain compliance with the Bid Price Requirement, there can be no assurance that we will be able to satisfy the Bid Price Requirement, or maintain continued compliance with the Bid Price Requirement, or the other listing requirements of the NYSE. If we are unable to meet these requirements, and our common stock were to be delisted from the NYSE, trading of our common stock most likely will be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Markets or in the “pink sheets.” Such a downgrading in our listing market may limit our ability to make a market in our common stock and may impact purchases or sales of our securities.
Current wording
We cannot predict whether the reverse stock split, if completed, will increase the market price for our common stock for a sustained period of time. The history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that we will be able to satisfy the Bid Price Requirement, or maintain continued compliance with the Bid Price Requirement, or the other listing requirements of the NYSE. If we are unable to meet these requirements, and our common stock were to be delisted from the NYSE, trading of our common stock most likely will be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Markets or in the “pink sheets.” Such a downgrading in our listing market may limit our ability to make a market in our common stock and may impact purchases or sales of our securities.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The notification received from the NYSE has no immediate effect on our NYSE listing. Our common stock will continue to be listed and trade on the NYSE at this time, subject to our ongoing compliance with the NYSE’s other continued listing standards.