Bark, Inc.
For the period ended Dec 31, 2025. Filed Feb 5, 2026.
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Dec 31, 2025 · Filed Feb 5, 2026
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Notes to Condensed Consolidated Financial Statements
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- ORGANIZATION AND DESCRIPTION OF BUSINESS
BARK, Inc., is an omnichannel brand serving dogs acrosstwo categories: toys & accessories, and consumables. The Company is located and headquartered in New York, New York.
BARK, Inc. was incorporated in Delaware on July 8, 2020 as Northern Star Acquisition Corp. (“Northern Star”) as a special purpose acquisition company with the purpose of effecting a merger with one or more operating businesses. On June 1, 2021, Northern Star completed the acquisition of Barkbox, Inc., a Delaware corporation (“Legacy BARK” and the acquisition, the “Merger”), pursuant to that certain Agreement and Plan of Reorganization (the “Merger Agreement”), dated December 16, 2020, by and among Northern Star, NSAC Merger Sub Corp. a wholly-owned subsidiary of Northern Star (“Merger Sub”), and Legacy Bark. Following the Merger, the Company’s legal name became“The Original BARK Company,” and in November 2021 changed its name to BARK, Inc. The Merger between Northern Star and Legacy BARK was accounted for as a reverse recapitalization.
Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy BARK and its subsidiaries prior to the consummation of the Merger, and BARK and its subsidiaries after the consummation of the Merger.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation—The accompanying condensed consolidated financial statements include the accounts of BARK, Inc. and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited consolidated financial statements as of and for the years ended March 31, 2025 and 2024 contained in the Annual Report on Form 10-K filed with the SEC on June 4, 2025.
The consolidated balance sheet as of March 31, 2025, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, required on an annual reporting basis.
In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and nine months ended December 31, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending March 31, 2026, or any other period.
There have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of March 31, 2025 and 2024.
Although the Company has incurred recurring losses in each fiscal year since inception, the Company expects its cash and cash equivalents will be sufficient to fund operations for at least the next twelve months.
Use of Estimates—The Company makes estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates, judgments and assumptions.
The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. The most significant estimates relate to determination of fair value of the Company’s allowance for uncollectible accounts receivable, excess and obsolete inventory, stock-based compensation, stand-alone selling price of Direct to Consumer offerings, and fair value of right-of-use assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and records adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.
Fair Value of Financial Instruments—The Company’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses, are carried at historical cost. At December 31, 2025 and March 31, 2025, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The carrying amounts of the Company’s long-term debt approximate the fair value based on consideration of current borrowing rates that were available to the Company.
Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
Level 3—Unobservable inputs that are supported by little or no market data for the related assets or liabilities.
The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following summarizes assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands):
| As of March 31, 2025 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Money market funds(1) | $24,506 | $— | $— | $24,506 |
| $24,506 | $— | $— | $24,506 | |
| Liabilities | ||||
| Public warrant liability(2) | $593 | $— | $— | $593 |
| Private warrant liability(2) | — | 319 | — | 319 |
| $593 | $319 | $— | $912 | |
(1)As of March 31, 2025, the Company had cash equivalents held in a money market account. The Company has concluded that due to the highly liquid nature of the money market account, the carrying value approximates fair value, which represents a Level 1 input. The balance of cash equivalents held in the money market account is included in cash and cash equivalents.
(2)Included in accrued and other current liabilities.
The Company’s warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one-third of a warrant per unit issued during the Company’s initial public offering on November 10, 2020, warrants sold in a private placement to Northern Star’s sponsor (the “Private Warrants”), and preferred share warrants issued by Legacy BARK which were assumed by the Company in connection with the Merger and exchanged into warrants for BARK common stock (the “Common Stock Warrants”). All of the Common Stock Warrants have been exercised and areno longer outstanding. The Public Warrants trade on the OTC Markets Group Pink Market under the symbol “BARKW.”
The Company evaluated its warrants under Accounting Standards Codification (“ASC”) ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815, the warrants have been recorded as current liabilities on the balance sheet at fair value upon issuance, with subsequent changes in their respective fair values recognized in other income (expense), net on the condensed consolidated statements of operations and comprehensive loss at each reporting date.
On December 15, 2025, the Company received notice from the New York Stock Exchange (the “NYSE”) that the NYSE has determined to (i) commence proceedings to delist the Company’s Public Warrants and (ii) immediately suspend trading in the Warrants due to “abnormally low selling price” levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. Each Warrant is presently exercisable forone share of the Company’s common stock at an exercise price per share of $11.50. Since the Public and Private Warrants were determined to be significantly out of the money, the Company determined the value ascribed to them wasde minimus. See further disclosure on the change in fair value of Public and Private Warrant liabilities within Note 10, “Other Income (Expense) Net.”
There wereno amounts in the Company’s money market funds as of December 31, 2025.
Restricted Cash—The Company had cash held as collateral by our payments processor for BARK Air and an escrow account under the surety bond requirements of the U.S. Department of Transportation. As of December 31, 2025, the Company has classified $5.5 million within prepaid expenses and other current assets, as restricted cash. As of March 31, 2025 the Company has classified $3.5 million within prepaid expenses and other current assets, as restricted cash.
Concentration of Credit Risk and Major Customers and Suppliers—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents withtwo financial institutions.
The Company’s accounts receivable are derived from sales contracts with large retail customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Accounts receivable, net was $12.1 million, $9.5 million, and $7.7 million as of December 31, 2025, March 31, 2025 and March 31, 2024, respectively.
Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balance at each balance sheet date. For the three and nine months ended December 31, 2025 and 2024, the Company did not have any customers that accounted for 10% or more of total revenues. The Company had one customer that accounted for 27% and 46% of gross accounts receivable as of December 31, 2025 and March 31, 2025, respectively. The Company’s accounts receivable relates to sales to customers within the Commerce segment, which represented 18.6% and 14.4% of total revenue for the nine months ended December 31, 2025, and 2024, respectively.
Significant suppliers are those that represent more than 10% of the Company’s total finished goods purchased or accounts payable at each balance sheet date. During the three months ended December 31, 2025 and 2024, the Company had three suppliers that accounted for 38% and 47% of total finished goods purchased, respectively. During the nine months ended December 31, 2025 and 2024, the Company had three suppliers that accounted for 43% of total finished goods purchased and two suppliers that accounted for 39% of total finished goods purchased, respectively. The Company had two suppliers that accounted for 41% of the accounts payable balance and one supplier that accounted for 14% of the accounts payable balance as of December 31, 2025 and March 31, 2025, respectively.
Recently Issued Accounting Pronouncements
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). On April 1, 2025 ASU 2023-09 became effective and requires, among other things, greater disaggregation of information in the rate reconciliation and for paid income taxes to be disaggregated by jurisdiction. ASU 2023-09 affects financial statement disclosure only, which is not required until fiscal year end 2026 and, as a result, does not affect our results of operations or financial condition.
ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued this ASU to improve disclosures regarding the types of expenses included in commonly presented expense captions. This update is effective beginning with the Company’s 2028 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. In November of 2024 the FASB issued this ASU to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for the Company’s 2027 fiscal year annual reporting period. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
ASU 2025-05, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). In July 2025, the FASB issued ASU 2025-05, which permits companies to apply a practical expedient which assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing estimates for credit losses for accounts receivable and contract assets under Topic 606, Revenue from Contracts with Customers. The update will be effective for the Company’s first quarter of fiscal year 2027 with early adoption permitted. The Company is currently evaluating ASU 2025-05 and the impact it may have on the Company’s financial position, results of operations, cash flow, and disclosures.
- REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company’s standard payment terms vary but do not result in a significant delay between the timing of invoice and payment. The Company occasionally negotiates other payment terms during the contracting process for its Commerce business. The Company has elected the practical expedient to not adjust the total consideration within a contract to reflect a financing component when the duration of the financing is one year or less.
Disaggregated Revenue
Revenue disaggregated by significant revenue stream for the three and nine months ended December 31, 2025 and 2024 were as follows (in thousands):
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Revenue | ||||
| Direct to Consumer: | ||||
| Toys & Accessories(1) | $46,049 | $64,348 | $145,930 | $201,799 |
| Consumables(1) | 30,168 | 39,808 | 95,648 | 109,909 |
| Other(2) | 3,363 | 1,963 | 9,326 | 4,069 |
| Total Direct to Consumer | $79,580 | $106,119 | $250,904 | $315,777 |
| Commerce | 18,867 | 20,330 | 57,373 | 52,995 |
| Revenue | $98,447 | $126,449 | $308,277 | $368,772 |
(1) The allocation between Toys & Accessories and Consumables includes estimates and was determined utilizing data on stand-alone selling prices that the Company charges for similar offerings, and also reflects historical pricing practices.
(2) Other Direct to Consumer revenue is derived from BARK Air.
Contract Liability
The Company’s contract liability represents cash collections from its customers prior to delivery of subscription products, which is recorded as deferred revenue on the condensed consolidated balance sheets. Deferred revenue is recognized as revenue upon the delivery of the box, product or service.
Deferred revenue was $22.2 million, $21.3 million, and $26.0 million as of December 31, 2025, March 31, 2025, and March 31, 2024 respectively.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. Performance obligations are satisfied as of a point in time when control of promised goods are transferred to customers. The Company has elected to not disclose information related to remaining performance obligations due to their original expected terms being one year or less.
- DEBT
As of December 31, 2025 there wasno debt outstanding. As of March 31, 2025, the current portion of long-term debt consisted of the following (in thousands):
| As of December 31, | As of March 31, | |
|---|---|---|
| 2025 | 2025 | |
| Current portion of long-term debt: | ||
| 2025 Convertible Notes | $— | $42,880 |
| Less: deferred financing fees and debt discount | — | (307) |
| Total current portion of long-term debt | $— | $42,573 |
| Total debt | $— | $42,573 |
As of December 31, 2025 and 2024 the Company had accrued interest of $0 and $0.2 million within Accrued and other current liabilities, respectively, on the Condensed Consolidated Balance Sheet.
The following table summarizes the components of interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended December 31, 2025 and 2024 (in thousands):
| Three Months EndedDecember 31, | Nine Months EndedDecember 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Debt interest expense | $393 | $569 | $1,572 | $1,687 |
| Deferred financing fees and debt discount amortization | 79 | 95 | 310 | 299 |
| Total debt interest expense | $472 | $664 | $1,882 | $1,986 |
2025 Convertible Notes
On November 27, 2020, the Company issued $75.0 million aggregate principal amount of 2025 Convertible Notes (the “2025 Convertible Notes”) to Magnetar Capital, LLC (“Magnetar”) under an indenture, dated as of November 27, 2020, between Legacy BARK and U.S. Bank National Association, as trustee and collateral agent (the “Indenture”). The Company received net proceeds of approximately $74.7 million from the sale of the 2025 Convertible Notes, after deducting fees and expenses of approximately $0.3 million. The Company recorded the expenses associated with the issuance of the 2025 Convertible Notes as a discount to the note and amortized the expenses over the term of the note.
On November 2, 2023, the Company repurchased $45.0 million of the $83.5 million of outstanding aggregate principal amount of 5.50% Convertible Secured Notes due 2025 from entities affiliated with Magnetar Financial, LLC (collectively, the “Holders”), pursuant to the terms and conditions of a negotiated notes purchase agreement (the “2023 Agreement”) among the Company and the Holders.
Pursuant to the 2023 Agreement, the Company repurchased $45.0 million in aggregate principal amount of the 2025 Convertible Notes plus $2.2 million of accrued and unpaid interest thereon to, but excluding the repurchase date, from the Holders for a total cash purchase price of $44.4 million. In addition, $1.0 million of unamortized deferred financing fees were derecognized from the Company’s balance sheet on the date of extinguishment. The accelerated deferred financing fees were recognized as a component of gain on extinguishment of debt. The Company recognized a gain on debt extinguishment of $1.8 million in connection with the repurchase.
On November 6, 2025, the Company repurchased the remaining $42.9 million of outstanding aggregate principal amount of 5.50% Convertible Secured Notes due 2025 (the “2025 Convertible Notes”) from entities affiliated with Magnetar Financial, LLC (collectively, the “Holders”), pursuant to the terms and conditions of a negotiated notes purchase agreement (the “2025 Agreement”) among the Company and the Holders (the “Final Repurchase”).
Pursuant to the 2025 Agreement, on November 6, 2025, the Company repurchased all $42.9 million of the remaining outstanding aggregate principal amount of the 2025 Convertible Notes from the Holders for a total cash purchase price of $45.1 million (which included $2.2 million of accrued and unpaid interest, through but excluding, the repurchase date). There was no gain or loss in connection with the Final Repurchase.
Western Alliance Bank—Revolving Line of Credit
In October 2017, the Company entered into a loan and security agreement with and issued a warrant to purchase preferred stock (“Initial Western Alliance Warrant”) to Western Alliance Bank (“Western Alliance”), which provide for a revolving line of credit (as amended, the “Credit Facility”) in an aggregate principal amount of up to $35.0 million, subject to borrowing base limitations derived from advance rates derived from the Company’s eligible subscription revenues and eligible accounts receivable. The Credit Facility has been amended several times, most recently in November 2025. After giving effect to this most recent amendment, the maturity date of the Credit Facility is March 2, 2026. Certain of the Company’s obligations to Western Alliance and under the Credit Facility are guaranteed by certain of its subsidiaries and secured by substantially all of their assets. The Company intends to enter in to a longer term renewal of the Credit Facility.
The interest rate for borrowings under the Credit Facility is equal to (a) the greater of (i) theprime rate that is published in the Money Rates section of The Wall Street Journal from time to time and (ii) five and one quarter percent (5.25%) per annum, plus (b) half of one percent (0.50%), per annum.
The Credit Facility has a borrowing base subject to an amount equal to eighty percent (80.00%) of the Company’s trailing three months of subscription revenue and an amount equal to eighty percent (80.00%) of certain of the Company’s customer accounts receivable when a collateral audit is performed and sixty percent (60.00%) when no such collateral audit is performed. Western Alliance has first perfected security in substantially all of the Company’s assets, including its rights to its intellectual property.
The Credit Facility requires the Company to comply with certain financial and performance covenants, including, among other things, minimum cash deposits with Western Alliance. The Credit Facility also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, making payments in respect of subordinated debt, incurring indebtedness, making loans and investments, incurring liens, or entering into mergers, asset sales and transactions with affiliates.
As of December 31, 2025 and March 31, 2025, there wereno outstanding borrowings under the Credit Facility. As of December 31, 2025 and March 31, 2025, the Company was in compliance with its financial covenants.
- STOCKHOLDERS’ EQUITY
On August 17, 2023, June 3, 2024, and February 26, 2025, the Company respectively announced that its Board of Directors (the “Board”) had authorized a stock repurchase program, pursuant to which the Company was authorized to repurchase, from time to time, up to an aggregate of $7.5 million, $15.0 million, and $4.0 million or $26.5 million in total, of the Company’s outstanding shares of common stock, exclusive of any fees, commissions or other expenses related to such repurchases, in open market transactions made in accordance with the provisions of Rule 10b-18 and/or Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions or by other means in accordance with applicable securities laws.
During the three months ended December 31, 2025 the Company didnot repurchase any shares of common stock. During the nine months ended December 31, 2025, the Company repurchased a total of 1,310,627 shares of its common stock under the program for $1.8 million at an average price of $1.35. During the three and nine months ended December 31, 2024, the Company repurchased a total of 1,682,671 and 5,225,531 shares of its common stock under the program for $2.8 million and $8.0 million at an average price of $1.69 and $1.54, respectively. The repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method. None of the repurchased shares of common stock have been retired. As of December 31, 2025, none of the shares authorized for issuance under thetwo stock repurchase programs remained available for future share repurchases.
- STOCK-BASED COMPENSATION PLANS
Equity Incentive Plans
The Barkbox, Inc. 2011 Stock Incentive Plan (as amended from time to time, the “2011 Plan”) provides for the award of stock options and other equity interests in the Company to directors, officers, employees, advisors or consultants of the Company.
On June 1, 2021, in connection with the Merger, the 2021 Equity Incentive Plan (the “2021 Plan”) became effective and 16,929,505 authorized shares of common stock were reserved for issuance thereunder. In addition, pursuant to the terms of the Merger Agreement, on the Closing Date of the Merger, options to purchase shares of Legacy BARK’s common stock previously issued under the 2011 Plan were converted into options to purchase an aggregate of 29,390,344 shares of BARK common stock.
For the fiscal year beginning on April 1, 2022 and ending on (and including) March 31, 2031, the aggregate number of shares of common stock that may be issued under the 2021 Plan may be increased by a number, determined and approved by the Board on or before May 1st of such fiscal year, not to exceed 5% of the total number of shares of common stock issued and outstanding on the last day of the preceding fiscal year. In April 2025, the Board approved an increase of the aggregate number of common stock that may be issued under the 2021 Plan by 8,480,573 shares. There wasno increase in the aggregate number of common stock that may be issued under the 2021 Plan in fiscal year 2025. As of December 31, 2025,11,553,222 shares of common stock were available for the Company to grant under the 2021 Stock Plan; there wereno remaining shares available for grant under the 2011 Plan. Periodically, the Company issues new hire, promotion and other awards under the 2021 Stock Plan and awards may be forfeited resulting in the underlying shares returning to the 2021 Stock Plan.
The 2011 and 2021 Plans (together, the “Plans”) are administered by the Company’s Compensation Committee of its Board (the “Compensation Committee”). The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share of a stock option may not be less than 100% of the fair value of the common share on the date of grant. Stock options awarded under the Plans typically expire 10 years after the date of grant and generally have vesting conditions of 25% on the first anniversary of the date of grant and 75% on a monthly basis at a rate of 1/36th, unless otherwise determined by the Compensation Committee. Restricted stock units (“RSUs”) awarded under the plan for the purchase of common stock will vest based on continued service which is generally four years. The grant date fair value of the award will be recognized as compensation expense over the requisite service period. The fair value of the RSUs is estimated on the date of grant based on the fair value of the Company’s common stock. The Plans provide that the Compensation Committee shall determine the vesting conditions of awards granted under the Plans, and the Compensation Committee has from time to time approved vesting schedules for certain awards that deviate from the vesting conditions described in this paragraph.
Employee Stock Purchase Plan
In June 2021, the 2021 Employee Stock Purchase Plan (the “ESPP”) became effective. The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. On the first day of each fiscal year commencing on April 1, 2022 and ending on (and including) March 31, 2041, the aggregate number of shares of common stock that may be issued under the ESPP shall increase by a number, determined by the Board on or before May 1st of such fiscal year, not to exceed the lesser of (i) one percent (1%) of the total number of shares of common stock issued and outstanding on the last day of the preceding fiscal year or (ii)1,500,000 shares of common stock. If the Board does not determine to increase the aggregate number of shares of common stock in the ESPP by May 1 of the applicable fiscal year, then the increase shall be zero for that year.
In April 2025, the Board approved the authorization of an additional 1,500,000 shares of common stock that may be issued under the ESPP. There wasno authorization of additional shares of common stock that may be issued under the ESPP in the fiscal year ended March 31, 2025. A total of 5,858,091 shares of common stock have been reserved for future issuance under the ESPP.
Employees who elect to participate in the ESPP commence payroll withholdings that accumulate through the end of the respective offering period. In accordance with the guidance in ASC 718-50 - Compensation - Stock Compensation, the ability to purchase shares of the Company’s common stock for eighty-five percent (85%) of the lower of the price on the first day of the offering period or the last day of the offering period (i.e. the purchase date) represents an option and, therefore, the ESPP is a compensatory plan under this guidance. Accordingly, share-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the withholding period.
During the nine months ended December 31, 2025 and 2024, employees who elected to participate in the ESPP purchased a total of 527,810 and 476,121 shares of common stock, respectively, at an average price of$0.68 and $0.89, respectively. ESPP employee payroll contributions accrued as of December 31, 2025 were less than $0.1 million, and are included within accrued and other current liabilities in the condensed consolidated balance sheet. Cash withheld via employee payroll deductions to purchase common stock is presented in financing activities as proceeds from stock purchases under employee stock purchase plan on the condensed consolidated statement of cash flows.
Stock Option Activity
During the nine months ended December 31, 2025 and 2024, the Company granted to its employees equity awards to purchase an aggregate of 25,000 and 1,087,500 shares of common stock, respectively, with a weighted average exercise price of $1.26 and $1.37, respectively, vesting over afour-year period.
RSU Activity
During the nine months ended December 31, 2025 and 2024, the Company granted to its employees RSUs for the purchase of 13,432,722 and 11,269,447 shares of common stock, respectively.
In May 2025, the Company approved the Fiscal Year 2026 Management Incentive Program (“2026 Incentive Program”). Under this program, each participant’s award is denominated in shares of common stock and is subject to attainment of BARK’s performance goals as established by the Compensation Committee of the Board for fiscal year 2026.
Stock-based Compensation
The following table summarizes the total stock-based compensation expense by expense caption and by type of award for the three and nine months ended December 31, 2025 and 2024 (in thousands):
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Stock-based compensation expense by expense caption | ||||
| General and administrative | $3,237 | $3,548 | $9,854 | $8,880 |
| Advertising and marketing | 334 | 325 | 1,027 | 891 |
| Total stock-based compensation expense | $3,571 | $3,873 | $10,881 | $9,771 |
| Stock-based compensation expense by type of award | ||||
| RSUs | $2,745 | $3,152 | $8,396 | $7,370 |
| Stock options | 216 | 440 | 621 | 1,506 |
| Management Incentive Program | 562 | 220 | 1,700 | 711 |
| ESPP | 48 | 61 | 164 | 184 |
| $3,571 | $3,873 | $10,881 | $9,771 | |
- LEASES
The Company has operating leases for its offices and fulfillment centers. Fulfillment and customer service centers and corporate office leases expire at various dates through 2038, excluding renewal options.
The Company also leases certain equipment under operating and finance leases. The terms of equipment leases are generally five years and do not contain renewal options. These finance leases expire at various dates through 2028.
The Company’s finance leases as of December 31, 2025 and March 31, 2025 were not material and were included in property and equipment net, on the Company’s condensed consolidated balance sheets.
The following schedule represents the components of the Company’s operating lease assets as of December 31, 2025 and March 31, 2025 (in thousands):
| As of · As of | |||
|---|---|---|---|
| Leases | Classification | December 31, 2025 | March 31, 2025 |
| Assets | |||
| Operating | Operating lease right-of-use assets | $25,133 | $28,277 |
| Total operating lease assets | $25,133 | $28,277 | |
| Liabilities | |||
| Operating lease liabilities (current) | Operating lease liabilities, current | $5,380 | $5,798 |
| Operating lease liabilities (non-current) | Operating lease liabilities | $32,926 | $36,802 |
| Total operating lease liabilities | $38,306 | $42,600 | |
For both the nine months ended December 31, 2025 and 2024 no assets were acquired in exchange for new operating lease liabilities. Lease expense for both periods primarily pertains to operating lease cost. Lease expense for operating leases was $1.8 million and $1.8 million for the three months ended December 31, 2025 and 2024, respectively. Lease expense for operating leases was $5.3 million and $5.3 million for the nine months ended December 31, 2025 and 2024, respectively. These lease expenses were included within general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.
Cash flows used in operating activities related to operating leases was approximately $3.1 million, and $3.5 million for the nine months ended December 31, 2025 and 2024 respectively.
- COMMITMENTS AND CONTINGENCIES
Litigation
On March 20, 2024, three alleged shareholders filed a putative class action complaint in the lawsuit styled Kenville v. Northern Star Sponsor LLC, et al., Case No. 2024-276, which is pending in the Delaware Court of Chancery. On September 30, 2024, plaintiffs filed an amended complaint. The amended complaint is currently pending against (a) certain officers and directors of Northern Star Acquisition Corp. at the time of its proposed acquisition of Legacy BARK, and (b) Northern Star Sponsor, LLC. The claims alleged are for breach of fiduciary duty and unjust enrichment. On October 31, 2025, the court certified the class, which consists of Company stockholders who held stock as of the redemption deadline and who elected not to redeem all or some of their stock. Trial in the case is scheduled to start September 8, 2027. At this time, the Company is not able to quantify any potential liability in connection with this litigation because the case is in its early stages.
In addition, the Company is from time to time subject to, and are presently involved in, litigation and other legal proceedings in the ordinary course of business. While it is not possible to determine the outcome of any legal proceedings brought against the Company, the Company believes that, except for the matter described above, there are no pending lawsuits or claims that, individually or in the aggregate, may have a material effect on the Company’s business, financial condition or operating results. The Company’s view and estimates related to these matters may change in the future, as new events and circumstances arise and as the matters continue to develop.
- INCOME TAXES
The Company didnot record a federal, state, or foreign income tax provision or benefit for the nine months ended December 31, 2025 and 2024, due to the expected loss before income taxes to be incurred for the fiscal year ending March 31, 2026, and actual loss before income taxes incurred for the fiscal year ended March 31, 2025 as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. The Company continues to assess the impact of the OBBBA on its financial position. The OBBBA is not expected to materially impact the Company’s effective tax rate in the current fiscal year.
- OTHER INCOME (EXPENSE)—NET
Other income (expense)—net consisted of the following:
| Three Months EndedDecember 31, | Nine Months EndedDecember 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Other income (expense)—net: | ||||
| Other income (expense) | $200 | $(27) | $791 | $435 |
| Change in fair value of warrants | 261 | 261 | 913 | (652) |
| $461 | $234 | $1,704 | $(217) | |
- NET LOSS PER SHARE
Basic and diluted net loss per share attributable to common stockholders was calculated as follows:
| Three Months EndedDecember 31, | Nine Months EndedDecember 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Numerator: | ||||
| Net loss attributable to common stockholders—basic and diluted | $(8,646) | $(11,509) | $(26,347) | $(26,811) |
| Denominator: | ||||
| Weighted average common shares outstanding—basic and diluted | 172,446,917 | 175,589,759 | 170,811,789 | 175,404,510 |
| Net loss per share attributable to common stockholders - basic and diluted | $(0.05) | $(0.07) | $(0.15) | $(0.15) |
For the three and nine months ended December 31, 2025 and 2024, the Company excluded the following potential dilutive securities, which include stock options, RSUs, warrants and convertible notes from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for each of the three and nine months ended December 31, 2025 and 2024.
| As of | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Stock options to purchase common stock | 8,812,525 | 10,321,196 |
| Restricted stock units | 23,225,795 | 18,436,857 |
| Warrants to purchase common stock | 13,036,333 | 13,036,333 |
| 2025 Convertible Notes as converted to common stock | — | 4,307,607 |
| Employee Stock Purchase Plan | 291,434 | 153,664 |
- SEGMENTS
The Company applies ASC 280, Segment Reporting, in determining reportable segments for its financial statement disclosure. The Company operates and manages the business across multiple operating segments which are aggregated based on similar qualitative and economic characteristics intotwo reportable segments: Direct to Consumer and Commerce. The Direct to Consumer segment derives revenue primarily from the sale of toys & accessories and consumables through BarkBox, Super Chewer, and the Company’s website, Bark.co. The Commerce segment derives revenue primarily from the sale of individual toys through major retailers and online marketplaces. Reporting in this format provides management with the financial information necessary to evaluate the success of the segments and the overall business. There are no internal revenue transactions between the Company’s segments.
The Company’s Chief Executive Officer is the chief operating decision maker ("CODM") and manages and allocates resources between the Direct to Consumer and Commerce segments. Consistent with this decision-making process, the CODM uses financial information disaggregated between the Direct to Consumer and Commerce segment for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets. The CODM evaluates segment business performance based primarily on gross profit. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel to the segments and also uses segment gross profit for evaluating product pricing. The Company does not allocate assets at the reportable segment level as these are managed on an entity-wide group basis and, accordingly, the Company does not report asset information by segments. Foreign sales were immaterial for the three and nine months ended December 31, 2025 and 2024.
Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows (in thousands):
| Three Months EndedDecember 31, | Nine Months EndedDecember 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Direct to Consumer(1): | ||||
| Revenue | $79,580 | $106,119 | $250,904 | $315,777 |
| Cost of revenue | 26,749 | 35,796 | 86,357 | 110,930 |
| Gross profit | 52,831 | 70,323 | 164,547 | 204,847 |
| Commerce: | ||||
| Revenue | 18,867 | 20,330 | 57,373 | 52,995 |
| Cost of revenue | 10,136 | 11,393 | 34,322 | 29,204 |
| Gross profit | 8,731 | 8,937 | 23,051 | 23,791 |
| Consolidated: | ||||
| Revenue | 98,447 | 126,449 | 308,277 | 368,772 |
| Cost of revenue | 36,885 | 47,189 | 120,679 | 140,134 |
| Gross profit | $61,562 | $79,260 | $187,598 | $228,638 |
| (1) Direct to Consumer includes revenue from BARK Air | ||||
Reconciliation:
| Three Months EndedDecember 31, | Nine Months EndedDecember 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Total gross profit | $61,562 | $79,260 | $187,598 | $228,638 |
| Less: | ||||
| Advertising and marketing expenses | 16,067 | 27,364 | 46,643 | 66,460 |
| General and administrative expenses | 54,479 | 64,141 | 168,949 | 190,709 |
| Loss from operations | (8,984) | (12,245) | (27,994) | (28,531) |
| Less: | ||||
| Interest income | 292 | 1,179 | 1,779 | 4,011 |
| Interest expense | (415) | (677) | (1,836) | (2,074) |
| Other income - net | 461 | 234 | 1,704 | (217) |
| Net loss before income taxes | $(8,646) | $(11,509) | $(26,347) | $(26,811) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.