[8-K] BARK, Inc. Reports Material Event

Rhea-AI Filing Summary

Rocket Lab Corporation (NASDAQ: RKLB) has released Definitive Additional Proxy Materials (DEFA14A) ahead of its virtual 2025 Annual Meeting scheduled for August 27, 2025 at 1:30 p.m. PT. Shareholders of record as of the meeting date are asked to vote on four proposals:

• Election of three Class I directors – Jon Olson, Merline Saintil and Alex Slusky – for terms expiring in 2028.
• Ratification of Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2025.
• Advisory (non-binding) vote on named-executive-officer compensation (Say-on-Pay).
• Amendment to the Amended & Restated Certificate of Incorporation of subsidiary Rocket Lab USA, Inc. to remove the recently added pass-through voting provision that currently requires separate approvals by both Rocket Lab Corporation and its shareholders before specified subsidiary actions can occur.

The Board of Directors unanimously recommends “FOR” all items. Voting can be completed online at www.ProxyVote.com until 11:59 p.m. ET on August 26, 2025, or live during the virtual meeting at www.virtualshareholdermeeting.com/RKLB2025. No filing fee was required for this submission.

Positive

• Streamlined governance: Eliminating the subsidiary pass-through voting clause could speed decision-making and reduce administrative burden.

Negative

• Reduced shareholder oversight: Removing the pass-through voting requirement may lessen minority investors’ direct influence over subsidiary-level actions.

Insights

Corporate Governance Analyst

TL;DR – Routine proxy with one governance tweak; minimal financial impact.

The document is standard annual-meeting material. Items 1–3 (director elections, auditor ratification, Say-on-Pay) are customary and unlikely to meaningfully shift the investment thesis. The most notable change is Proposal 4, which removes the pass-through voting requirement at subsidiary Rocket Lab USA, potentially streamlining corporate actions. While it may enhance operational flexibility, it also marginally reduces minority-shareholder oversight. Overall, the filing carries low immediate financial impact but is relevant for investors monitoring governance structures.

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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):

July 10, 2025

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.)

120 Broadway, Floor 12 New York, NY

10271 (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

Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

BARK WS

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 10, 2025, BARK, Inc. (the “Company”) received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”) because the average closing price of the Company’s common stock was less than $1.00 per share over a consecutive 30 trading-day period ended July 9, 2025. The Notice does not result in the immediate delisting of the Company’s common stock from the NYSE.

In accordance with applicable NYSE rules, the Company has notified NYSE that it intends to cure the stock price deficiency and return to compliance with the applicable NYSE continued listing standards. The Company can regain compliance at any time within a six-month cure period following its receipt of the Notice if, on the last trading day of any calendar month during such cure period (or the last trading day of the cure period), the Company has both: (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of the applicable calendar month or the cure period. The Company intends to remain listed on the NYSE and is considering all available options to regain compliance with the NYSE’s continued listing standards, including, but not limited to, a reverse stock split, subject to stockholder approval.

The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on the NYSE during such cure period, subject to the Company’s compliance with other NYSE continued listing standards. Furthermore, the Notice is not anticipated to impact the ongoing business operations of the Company or its reporting requirements with the U.S. Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure.

As required by Section 802.01C, the Company issued a press release on July 11, 2025, announcing that it had received the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.

The information furnished pursuant to this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press Release dated July 11, 2025
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 Counsel and Secretary

Date: July 11, 2025

FAQ

When is Rocket Lab's 2025 virtual annual meeting?

The meeting will be held on August 27, 2025 at 1:30 p.m. Pacific Time via www.virtualshareholdermeeting.com/RKLB2025.

What proposals are RKLB shareholders voting on in 2025?

Shareholders will vote on electing three directors, ratifying Deloitte & Touche, approving Say-on-Pay, and amending a subsidiary charter to remove pass-through voting.

What is the Board’s recommendation for each RKLB proposal?

The Board recommends voting FOR all four proposals.

How can RKLB investors cast their votes before the meeting?

Votes can be submitted at www.ProxyVote.com using the control number until 11:59 p.m. ET on August 26, 2025.

Why is Rocket Lab proposing to remove the pass-through voting provision?

Management states the amendment will eliminate a recently added requirement that both the parent and its shareholders approve certain subsidiary actions, simplifying governance.