Form 8-K

8-K — Bark, Inc.

Accession: 0001628280-26-023158

Filed: 2026-04-02

Period: 2026-04-01

CIK: 0001819574

SIC: 5990 (RETAIL-RETAIL STORES, NEC)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — bark-20260401.htm (Primary)

EX-3.1 (certificateofamendmenttoth.htm)

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8-K

8-K (Primary)

Filename: bark-20260401.htm · Sequence: 1

bark-20260401

0001819574FALSE3/3100018195742026-04-012026-04-010001819574bark:CommonStockPareValue00001Member2026-04-012026-04-0100018195742027-03-312027-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported):

April 1, 2026

BARK, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-39691 85-1872418

(State or Other Jurisdiction

of Incorporation)

(Commission File Number) (IRS Employer Identification No.)

20 Jay Street, Suite 940

Brooklyn, NY

11201

(Zip Code)

(Address of Principal Executive Offices)

(855) 501-2275

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common Stock, par value $0.0001 BARK New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 1, 2026, BARK, Inc., a Delaware corporation (the “Company”), effected a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 (the “Common Stock”). As previously disclosed, at the annual meeting of stockholders of the Company held on March 25, 2026, the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) to effect, at the discretion of the Company’s Board of Directors (the “Board”), a reverse stock split at a ratio in the range of one-for-two (1:2) to one-for-thirty (1:30), with such ratio to be subsequently determined in the discretion of the Board. Pursuant to such authority granted by the Company’s stockholders, the Board approved the Reverse Stock Split at a ratio of one-for-twenty (1:20) and the Company filed the Amendment with the Secretary of State of the State of Delaware, which became effective at 12:01 a.m. Eastern Time on April 1, 2026 (the “Effective Time”).

In connection with the Reverse Stock Split, the number of shares available for issuance under the Barkbox, Inc. 2011 Stock Incentive Plan (the “2011 Plan”) and The Original BARK Company 2021 Equity Incentive Plan (the “2021 Plan”, and together with the 2011 Plan, the “Incentive Plans”) and The Original BARK Company 2021 Employee Stock Purchase Plan (the “2021 ESPP”, and together with the Incentive Plans, the “Stock Plans”) were decreased proportionately. Additionally, the number of shares subject to any outstanding awards under the Stock Plans, and the exercise price, grant price or purchase price relating to any such awards under the Stock Plans, were proportionately adjusted to reflect the Reverse Stock Split.

All outstanding warrants to purchase shares of the Company’s Common Stock were proportionately adjusted in accordance with the respective warrant agreements to reflect the Reverse Stock Split, including the number of shares purchasable upon exercise of such warrants and/or their exercise prices.

The number of authorized shares of the Common Stock remained at 500 million shares. No fractional shares were issued in connection with the Reverse Stock Split and any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share. Stockholders who otherwise would be entitled to receive fractional shares will receive a cash payment in lieu of such fractional shares.

On April 1, 2026, the Common Stock began trading on the New York Stock Exchange on a split-adjusted basis under the existing symbol “BARK”. The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

Exhibit No. Description of Exhibit

3.1

Certificate of Amendment to the Restated Certificate of Incorporation of BARK, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BARK, Inc.

By: /s/ Allison Koehler

Name: Allison Koehler

Title: Chief Legal Officer

Date: April 2, 2026

EX-3.1

Filename: certificateofamendmenttoth.htm · Sequence: 2

Document

CERTIFICATE OF AMENDMENT OF

RESTATED CERTIFICATE OF INCORPORATION OF

BARK, INC.

BARK, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is BARK, Inc. This corporation was originally incorporated on July 8, 2020 under the name Northern Star Acquisition Corp.

SECOND: The Corporation’s Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 30, 2025 (the “Restated Certificate”).

THIRD: Pursuant to Section 242 of the DGCL, the Board of Directors of the Corporation has duly adopted, and the stockholders of the Corporation have duly approved, the amendments to the Restated Certificate set forth in this Certificate of Amendment.

FOURTH: Article FOURTH of the Restated Certificate is hereby amended to add the following Part C:

“C. Reverse Stock Split. Upon the filing and effectiveness of this Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each two (2) to thirty (30) shares of Common Stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”), the exact ratio within the two (2) to thirty (30) range to be determined by the Board of Directors of the Corporation or a committee thereof prior to the Effective Time and publicly announced by the Corporation. No fractional interest in a share of Common Stock shall be deliverable upon the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split held by a holder prior to the Reverse Stock Split shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. Any fractional share resulting from such aggregation upon the Reverse Stock Split shall be rounded down to the nearest whole number. Each holder who would otherwise be entitled to a fraction of a share of Common Stock upon the Reverse Stock Split (after aggregating all fractions of a share to which such stockholder would otherwise be entitled) shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Corporation’s Common Stock as reported on The New York Stock Exchange on the last trading day prior to the Effective Time (with such closing price proportionally adjusted to give effect to the Reverse Stock Split). The Corporation shall not be obliged to issue certificates evidencing the shares of Common Stock outstanding as a result of the Reverse Stock Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Stock Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”

FIFTH: On March 26, 2026, the Board of Directors of the Corporation determined that each twenty (20) shares of the Corporation’s Common Stock, par value $0.0001 per share, either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall

automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.0001 per share. The Corporation publicly announced this ratio on March 26, 2026.

SIXTH: This Certificate of Amendment so adopted reads in full as set forth above and is hereby incorporated by this reference into the Restated Certificate. All other provisions of the Restated Certificate remain in full force and effect.

SEVENTH: The foregoing amendment shall be effective as of 12:01 a.m., Eastern Time, on April 1, 2026.

IN WITNESS WHEREOF, the undersigned has executed this Amendment of Restated Certificate of Incorporation as of this 31st day of March, 2026.

By: /s/ Allison Koehler

Name: Allison Koehler

Title: Chief Legal Officer & Secretary

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