bark-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39691

BARK, INC.

(Exact name of registrant as specified in its charter)


Delaware						85-1872418
(State or Other Jurisdiction of Incorporation or Organization)						(IRS Employer Identification No.)
20 Jay Street, Suite 940						11201
Brooklyn, NY
(Address of principal executive offices)						(Zip Code)

(Address of Principal Executive Offices)(Zip Code)

(855) 501-2275

(Registrant’s telephone number, including area code)

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 $0.0001

BARK

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 3, 2026, there were 9,033,457 shares of the registrant’s common stock, par value of $0.0001 per share, outstanding.

TABLE OF CONTENTS


			Page
PART I. Financial Information			1
ITEM 1. Financial Statements (Unaudited)			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)			2
Condensed Consolidated Statements of Changes in Stockholders’ Equity			3
Condensed Consolidated Statements of Cash Flows			4
Notes to Condensed Consolidated Financial Statements			6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			32
ITEM 4. Controls and Procedures			32
PART II. Other Information			33
ITEM 1. Legal Proceedings			33
ITEM 1A. Risk Factors			1
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			1
ITEM 3. Defaults Upon Senior Securities			47
ITEM 4. Mine Safety Disclosures			47
ITEM 5. Other Information			48
ITEM 6. Exhibits			49
Signatures			50

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including, without limitation, statements under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” “could,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our financial and business performance, the sufficiency of our cash and cash equivalents for our continued operations, market acceptance and the anticipated success of our business model, the uncertainty of our business operations and stock price regarding the public proposals we have received, which include proposals for a possible “going private” transaction, and our ability to expand the scope of our offerings. These statements are based on management's current expectations, but actual results may differ materially due to various factors.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under Part II, Item 1A: “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under Part II, Item 1A: “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BARK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)


	June 30,		March 31,
ASSETS	2026		2026

CURRENT ASSETS:
Cash and cash equivalents	$	16,090	$	19,282
Accounts receivable—net	20,376		12,318
Prepaid expenses and other current assets	14,423		14,599
Inventory	72,445		75,545
Total current assets	123,334		121,744
PROPERTY AND EQUIPMENT—NET	15,602		17,183
INTANGIBLE ASSETS—NET	1,444		1,569
OPERATING LEASE RIGHT-OF-USE ASSETS	23,631		24,799
OTHER NONCURRENT ASSETS	4,576		4,695
TOTAL ASSETS	$	168,587	$	169,990
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	17,454	$	17,130
Operating lease liabilities, current	4,878		5,211
Accrued and other current liabilities	17,924		20,834
Deferred revenue	20,657		22,223

Total current liabilities	60,913		65,398

OPERATING LEASE LIABILITIES	31,355		32,466
OTHER LONG-TERM LIABILITIES	87		108
Total liabilities	92,355		97,972
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS’ EQUITY:
Common stock, par value $0.0001 per share—500,000,000 shares authorized; 9,925,385 and 9,356,667 shares issued and outstanding	1		1
Treasury stock, at cost, 888,074 and 865,161 shares, respectively	(26,733)		(26,500)
Additional paid-in capital	521,157		517,372
Accumulated deficit	(418,193)		(418,855)
Total stockholders’ equity	76,232		72,018
TOTAL LIABILITIES, AND STOCKHOLDERS’ EQUITY	$	168,587	$	169,990

See notes to condensed consolidated financial statements

BARK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended
	June 30,		June 30,
	2026		2025
REVENUE	$	78,815	$	102,861
COST OF REVENUE	21,482		38,784
Gross profit	57,333		64,077
OPERATING EXPENSES:
General and administrative	47,770		57,252
Advertising and marketing	9,497		15,178
Total operating expenses	57,267		72,430
INCOME (LOSS) FROM OPERATIONS	66		(8,353)
INTEREST INCOME	263		809
INTEREST EXPENSE	(2)		(709)
OTHER INCOME—NET	418		1,223
NET INCOME (LOSS) BEFORE INCOME TAXES	745		(7,030)
PROVISION FOR INCOME TAXES	—		—
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)	$	745	$	(7,030)

Net income (loss) per common share attributable to common stockholders—basic	$	0.08	$	(0.83)
Net income (loss) per common share attributable to common stockholders—diluted	$	0.08	$	(0.83)
Weighted average common shares used to compute net income (loss) per share attributable to common stockholders—basic and diluted	8,784,395		8,460,447

See notes to condensed consolidated financial statements

BARK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share data) (Unaudited)


Three months ended June 30, 2026
	Common Stock		Treasury Stock			Additional Paid-in Capital			Accumulated Deficit		Total Stockholders’ Equity
		Shares	Amount		Shares			Amount
Balance - March 31, 2026		9,548,497	$	1	(865,161)	$	(26,500)		$	517,372	$	(418,855)	$	72,018
Net income		—	—		—	—			—		745		745

Issuance for common stock vested		384,743	—		—	—			—		—		—
Issuance of common stock in connection with the Employee Stock Purchase Plan		9,509	—		—	—			80		—		80
Common stock withheld for tax upon release		(117,364)	—		—	—			(1,091)		—		(1,091)
Repurchase of common stock		—	—		(22,913)	(233)			—		—		(233)

Issuance of common stock in connection with sale		100,000	—		—	—			2,000		—		2,000
Stock-based compensation		—	—		—	—			2,796		—		2,796
Cumulative translation adjustment		—	—		—	—			—		(83)		(83)
Balance - June 30, 2026		9,925,385	$	1	(888,074)	$	(26,733)		$	521,157	$	(418,193)	$	76,232


Three months ended June 30, 2025
	Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance - March 31, 2025	9,286,275	$	1	(799,630)	$	(24,730)	$	504,022	$	(379,767)	$	99,526
Net loss	—	—		—	—		—		(7,030)		(7,030)
Issuance for stock options exercised	765	—		—	—		20		—		20
Issuance for common stock vested	79,630	—		—	—		—		—		—
Issuance of common stock in connection with the Employee Stock Purchase Plan	12,483	—		—	—		197		—		197
Common stock withheld for tax upon release	(22,485)	—		—	—		(497)		—		(497)
Repurchase of common stock	—	—		(65,531)	(1,770)		—		—		(1,770)
Excise tax from stock repurchases	—	—		—	—		(21)				(21)
Stock-based compensation	—	—		—	—		3,594		—		3,594
Cumulative translation adjustment	—	—		—	—		—		(50)		(50)
Balance - June 30, 2025	9,356,667	$	1	(865,161)	$	(26,500)	$	507,315	$	(386,847)	$	93,969

See notes to condensed consolidated financial statements

BARK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended
	June 30,		June 30,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	745	$	(7,030)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation & amortization	1,814		2,520

Non-cash lease expense	1,168		1,027

Amortization of deferred financing fees and debt discount	—		114
Bad debt expense	35		—
Stock-based compensation expense	2,796		3,594
Provision for inventory obsolescence	(833)		285


Change in fair value of warrant liabilities and derivatives	—		(782)

Changes in operating assets and liabilities:
Accounts receivable	(8,092)		2,033
Inventory	3,934		(10,283)
Prepaid expenses and other current assets	389		(417)
Other noncurrent assets	124		(356)
Accounts payable and accrued expenses	(3,478)		5,837
Deferred revenue	(1,570)		(356)

Operating lease liabilities	(1,444)		(1,403)
Other liabilities	870		(223)
Net cash used in operating activities	(3,542)		(5,440)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(111)		(708)

Net cash used in investing activities	(111)		(708)

CASH FLOWS FROM FINANCING ACTIVITIES:



Payment of finance lease obligations	—		(59)
Proceeds from the exercise of stock options	—		20

Proceeds from issuance of common stock under ESPP	80		197
Tax payments related to the issuance of common stock	(1,091)		(497)
Proceeds from issuance of common stock	2,000		—
Excise tax from stock repurchases	—		(21)


Payments to repurchase common stock	(233)		(1,770)

Net cash provided by (used in) financing activities	756		(2,130)

Effect of exchange rate changes on cash	(83)		(50)



NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(2,980)		(8,328)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—BEGINNING OF PERIOD	25,166		97,531
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	$	22,186	$	89,203

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents	16,090		84,665
Restricted cash - prepaid expenses and other current assets	6,096		4,538
Total cash, cash equivalents and restricted cash	$	22,186	$	89,203

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Purchases of property and equipment included in accounts payable and accrued liabilities	$	—	$	1,749
Cash paid for interest	$	2	$	5

See notes to condensed consolidated financial statements

BARK, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.ORGANIZATION AND DESCRIPTION OF BUSINESS

BARK, Inc., is an omnichannel brand serving dogs across two 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.

2.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, 2026 and 2025 contained in the Annual Report on Form 10-K filed with the SEC on June 10, 2026.

The consolidated balance sheet as of March 31, 2026, 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 months ended June 30, 2026 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending March 31, 2027, 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, 2026.

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, 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 June 30, 2026 and March 31, 2026, 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.

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 June 30, 2026, the Company had classified $6.1 million within prepaid expenses and other current assets, as restricted cash. As of March 31, 2026 the Company had classified $5.9 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 with two 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 $20.4 million, $12.3 million, and $9.5 million as of June 30, 2026, March 31, 2026 and March 31, 2025, 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 months ended June 30, 2026 and 2025, the Company did

not have any customers that accounted for 10% or more of total revenues. The Company had two customers that accounted for 45% and 42% of gross accounts receivable as of June 30, 2026 and March 31, 2026, 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 both three months ended June 30, 2026 and 2025, the Company had three suppliers that accounted for 52% of total finished goods purchased, respectively.

Recently Adopted Accounting Pronouncements

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. This update became effective for the Company’s first quarter of fiscal year 2027 and did not have a material impact on the Company’s financial position, results of operations, cash flow, and disclosures.

Recently Issued Accounting Pronouncements

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.

3. 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 months ended June 30, 2026 and 2025 were as follows (in thousands):


	Three Months Ended
	June 30,
	2026		2025
Revenue
Direct to Consumer:
Toys & Accessories(1)	$	39,121	$	51,800
Consumables(1)	24,365		35,030
Other(2)	3,206		2,346
Total Direct to Consumer	$	66,692	$	89,176
Commerce	12,123		13,685
Revenue	$	78,815	$	102,861

(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 $20.7 million, $22.2 million, and $21.3 million as of June 30, 2026, March 31, 2026, and March 31, 2025 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.

4. DEBT

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 provides 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 August 29, 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) the prime 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 June 30, 2026 and March 31, 2026, there were no outstanding borrowings under the Credit Facility. As of June 30, 2026 and March 31, 2026, the Company was in compliance with its financial covenants.

Interest expense during the three months ended June 30, 2025 was $0.7 million, and was derived from the Convertible note which was repurchased in the prior year. Refer to the Annual Report on Form 10-K for the fiscal year ended March 31, 2026 for additional information. The Company’s interest expense for the three months ended June 30, 2026 was de minimis.

5. STOCKHOLDERS’ EQUITY

On June 9, 2026 the Company announced that its Board of Directors (the “Board”) has authorized a stock repurchase program (the “2026 program”), pursuant to which the Company may repurchase, from time to time, up to an aggregate of $40.0 million 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.

On August 17, 2023, June 3, 2024, and February 26, 2025, the Company respectively announced that its 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 June 30, 2026 the Company repurchased 22,913 shares of common stock under the 2026 program for $0.2 million at an average price of $10.16. During the three months ended June 30, 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 $27.00. 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 June 30, 2026, $39.8 million remained available for future share repurchases under the 2026 program.

6. 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 846,475 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 1,469,517 shares of BARK common stock.

For each 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 2026, the Board approved an increase of the aggregate number of common stock that may be issued under the 2021 Plan by 433,926 shares. As of June 30, 2026, 1,125,707 shares of common stock were available for the Company to grant under the 2021 Plan; there were no remaining shares available for grant under the 2011 Plan. Periodically, the Company issues new hire, promotion and other awards under the 2021 Plan and awards may be forfeited resulting in the underlying shares returning to the 2021 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 “2021 ESPP”) became effective. The 2021 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) 75,000 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 2026, the Board approved the authorization of an additional 75,000 shares of common stock that may be issued under the 2021 ESPP. As of June 30, 2026, a total of 358,396 shares of common stock have been reserved for future issuance under the 2021 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 three months ended June 30, 2026 and 2025, employees who elected to participate in the ESPP purchased a total of 9,509 and 12,483 shares of common stock, respectively, at an average price of $8.39 and $17.80, respectively. ESPP employee payroll contributions accrued as of June 30, 2026 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 three months ended June 30, 2025, the Company granted to its employees equity awards to purchase an aggregate of 1,250 shares of common stock, with a weighted average exercise price of $25.20, vesting over a four-year period. No stock options were granted during the three months ended June 30, 2026.

RSU Activity

During the three months ended June 30, 2026 and 2025, the Company granted to its employees RSUs for the purchase of 312,365 and 522,817 shares of common stock, respectively.

Stock-based Compensation

The following table summarizes the total stock-based compensation expense by expense caption and by type of award for the three months ended June 30, 2026 and 2025 (in thousands):


	Three Months Ended
	June 30,
	2026		2025
Stock-based compensation expense by expense caption
General and administrative	$	2,617	$	3,194
Advertising and marketing	179		399
Total stock-based compensation expense	$	2,796	$	3,594

Stock-based compensation expense by type of award
RSUs	$	2,179	$	2,708
Stock options	144		262
Management Incentive Program	446		568
ESPP	27		56
	$	2,796	$	3,594

7. 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 2038.

The Company’s finance leases as of June 30, 2026 and March 31, 2026 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 June 30, 2026 and March 31, 2026 (in thousands):


		As of		As of
Leases	Classification	June 30, 2026		March 31, 2026

Assets
Operating	Operating lease right-of-use assets	$	23,631	$	24,799
Total operating lease assets		$	23,631	$	24,799
Liabilities
Operating lease liabilities (current)	Operating lease liabilities, current	$	4,878	$	5,211
Operating lease liabilities (non-current)	Operating lease liabilities	$	31,355	$	32,466
Total operating lease liabilities		$	36,233	$	37,677

For both the three months ended June 30, 2026 and 2025 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 June 30, 2026 and 2025, 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 $1.2 million, and $1.0 million for the three months ended June 30, 2026 and 2025 respectively.

8. COMMITMENTS AND CONTINGENCIES

Litigation

On March 20, 2024, three alleged stockholders 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. The lawsuit asserts claims arising from Northern Star Acquisition Corp.’s (“Northern Star”) 2021 acquisition of Legacy BARK. The claims are asserted on behalf of a putative class consisting of Northern Star stockholders who held stock as of the redemption deadline and who elected not to redeem all or some of their stock. On February 21, 2025, the plaintiffs filed a Verified Second Amended Complaint (the “SAC”), which asserts claims that certain former officers and directors of Northern Star breached fiduciary duties to Northern Star’s stockholders and were unjustly enriched in connection with the acquisition of Legacy BARK and that Legacy BARK, two of its founders, and BARK, Inc. (collectively, the “BARK Defendants”) aided and abetted the alleged breaches of fiduciary duties. On March 7, 2025, the BARK Defendants filed a motion to dismiss the aiding and abetting claim alleged against them, and the remaining defendants filed an answer to the SAC. On July 1, 2025, the Court entered an order granting the parties’ stipulation dismissing the claims against the BARK Defendants without prejudice. On October 31, 2025, the Court entered an order granting plaintiffs’ motion for class certification. Fact discovery in the case is currently proceeding, and the case is set for a trial to begin September 8, 2027.

On March 12, 2026, an individual plaintiff filed a putative class action complaint in the lawsuit styled Steuer v. BarkBox, Inc., Case No. 1:26-cv-02038, which is pending in the United States District Court for the Southern District of New York. The lawsuit asserts claims arising from BarkBox, Inc.’s alleged delivery of unsolicited marketing text messages to telephone numbers registered on the National Do-Not-Call Registry in violation of the Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227, et seq. The plaintiff asserts his claims on behalf of a putative class consisting of all persons in the United States whose telephone numbers were on the National Do-Not-Call Registry for at least 31 days but who received more than one telemarketing text message from or on behalf of BarkBox, Inc. promoting its goods or services within a 12-month period at any time in the period beginning four years before the date the complaint was filed through trial. The complaint seeks certification of the class, statutory damages of up to $500 per violation pursuant to 47 U.S.C. § 227(c)(5), treble damages for willful or knowing

violations, injunctive relief, and attorneys’ fees and costs. Fact discovery is currently proceeding with no trial date set yet.

On May 13, 2026, an individual plaintiff filed a putative class action complaint in the lawsuit styled Davidson v. BarkBox, Inc., Case No. 26-2-15886-0 SEA, which was pending in the Superior Court of the State of Washington, King County, but is now in the Western District of Washington at Seattle after BarkBox’s removal of the case, which is subject to the court’s order to show cause as to why the case should not be remanded. The lawsuit asserts claims under Washington’s Commercial Electronic Mail Act (“CEMA”), RCW 19.190, et seq. and the Washington Consumer Protection Act (“CPA”), RCW 19.86, arising from BarkBox, Inc.’s alleged transmission of commercial marketing emails containing false or misleading subject lines to Washington residents. The complaint alleges that BarkBox, Inc. sent emails with subject lines falsely representing that advertised discounts were internal, employee-only offers or were available for a limited time only, when in fact the promotions were publicly available and repeatedly extended. The plaintiff’s claims are asserted on behalf of a putative class consisting of all Washington residents who received promotional emails from BarkBox, Inc. with subject lines advertising supposedly internal or time-limited sales or discounts on BarkBox products within the governing statute of limitations. The complaint seeks certification of the class, the greater of actual or statutory damages of $500 per email, treble damages, injunctive relief, and attorneys’ fees and costs. BarkBox has filed a motion to compel arbitration or, in the alternative, to dismiss, which is currently pending. The case has a trial date of May 17, 2027.

In addition, the Company is from time to time subject to, and is 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.

9. INCOME TAXES

The Company did not record a federal, state, or foreign income tax provision or benefit for the three months ended June 30, 2026 and 2025, due to the expected loss before income taxes to be incurred for the fiscal year ending March 31, 2027, and actual loss before income taxes incurred for the fiscal year ended March 31, 2026 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. For the three months ended June 30, 2026, the OBBBA did not have a materially significant impact on the Company’s total tax provision or effective tax rate.

10. OTHER INCOME—NET

Other income—net consisted of the following:


	Three Months Ended June 30,
	2026		2025
Other income—net:
Other income	$	418	$	441
Change in fair value of warrants	—		782



	$	418	$	1,223

11. NET INCOME (LOSS) PER SHARE

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows:


	Three Months Ended June 30,
	2026		2025
Numerator:
Net income (loss)	$	745	$	(7,030)
Less: Earnings attributable to participating securities	$	—	$	—
Net income (loss) attributable to common stockholders—basic and diluted	$	745	$	(7,030)
Denominator:
Weighted average common shares outstanding—basic	8,784,395		8,460,447

Effect of potentially dilutive share-based awards	—		—

Weighted average common shares outstanding—diluted	8,784,395		8,460,447

Net income (loss) per share attributable to common stockholders - basic and diluted	$	0.08	$	(0.83)