Bark, Inc.BARK
Bark, Inc. Stock Compensation Disclosure
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 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 2023, the Board approved an increase of the aggregate number of common stock that may be issued under the 2021 Plan by 8,876,143 shares. As of March 31, 2025, 12,849,621 shares of common stock were available for the Company to grant under the 2021 Stock 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 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 “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) 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 2023, the Board approved the authorization of an additional 1,500,000 shares of common stock that may be issued under the 2021 ESPP. A total of 4,885,901 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.
The fair value assumptions used to determine the fair value of ESPP rights were estimated on the grant dates using the Black-Scholes option-pricing model with the following assumptions:
| Fiscal Year Ended March 31, | Fiscal Year Ended March 31, | Fiscal Year Ended March 31, | |||||||||
| 2025 | 2024 | 2023 | |||||||||
| Expected term (years) | 0.5 | 0.5 | 0.5 | ||||||||
| Expected volatility | 67.6% - 76.0% | 61.9 - 77.6% | 76.9 - 97.5% | ||||||||
| Risk-free interest rate | 4.35% - 5.40% | 5.4 - 5.4% | 2.80 - 4.80% | ||||||||
| Expected dividend yield | — | % | — | % | —% | ||||||
Expected stock price volatility was estimated using the historical volatility for the Company based on daily price observations over a period equivalent to the expected term. The risk-free interest rate was determined using an interest rate based on U.S. Treasury zero-coupon notes with terms consistent with the expected term. The expected term was determined using the time period between the beginning of the offering period and the end of the offering period. The Company determined the dividend yield by dividing the expected annual dividend on the Company's stock by the share price on the date of grant.
For the fiscal year ended March 31, 2025, employees who elected to participate in the ESPP purchased a total of 476,121 shares of common stock at an average price of $0.89, resulting in cash proceeds to the Company of approximately $0.4 million. ESPP employee payroll contributions accrued as of March 31, 2025 were $0.2 million, and are included within accrued and other current liabilities in the consolidated balance sheet. Cash withheld via employee payroll deductions is presented in financing activities as proceeds from stock purchases under employee stock purchase plan on the consolidated statement of cash flows.
Stock Option Activity
The following is a summary of stock option activity for the fiscal year ended March 31, 2025:
| Number Options Outstanding | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
| Outstanding as of March 31, 2024 | 12,117,999 | 2.52 | 5.14 | $ | 1.7 | ||||||||||||||||||
| Granted | 1,125,000 | 1.37 | |||||||||||||||||||||
| Exercised | (1,999,196) | 0.78 | |||||||||||||||||||||
| Cancelled or forfeited | (408,969) | 2.70 | |||||||||||||||||||||
| Expired | (872,093) | 7.6 | |||||||||||||||||||||
| Outstanding as of March 31, 2025 | 9,962,741 | $ | 2.29 | 5.21 | $ | 1.0 | |||||||||||||||||
| Vested and expected to vest as of March 31, 2025 | 8,957,871 | $ | 2.39 | 5.13 | $ | 1.0 | |||||||||||||||||
| Exercisable as of March 31, 2025 | 6,592,053 | $ | 2.51 | 4.73 | $ | 0.8 | |||||||||||||||||
The weighted-average grant-date fair value of options granted during the years ended March 31, 2025, 2024 and 2023 was $1.38, $1.17 and $2.75 respectively.
The aggregate intrinsic value of options exercised during the year ended March 31, 2025, 2024 and 2023 was $2.5 million, $0.1 million and $1.6 million respectively.
As of March 31, 2025, there was $1.4 million of unrecognized stock-based compensation expense related to stock options that is expected to be recognized over a weighted average remaining vesting period of 1.42 years.
The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. During the years ended March 31, 2025, 2024, and 2023 the weighted average of the assumptions used in the Black-Scholes option pricing model were as follows:
| Fiscal Year Ended March 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected term (years) | 5.21 | 5.26 | 4.38 | ||||||||||||||
| Expected volatility | 70.38 | % | 73.71 | % | 70.43 | % | |||||||||||
| Risk-free interest rate | 4.54 | % | 4.21 | % | 3.30 | % | |||||||||||
| Expected dividend yield | — | % | — | % | — | % | |||||||||||
Restricted Stock Unit (“RSU”) Activity
The following table summarizes the activity related to the Company’s RSUs for Fiscal Year Ended March 31, 2025:
| Number of RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested and outstanding as of March 31, 2024 | 12,277,989 | $ | 1.68 | ||||||||
| Granted | 12,441,094 | $ | 1.50 | ||||||||
| Released | (4,623,716) | $ | 1.80 | ||||||||
| Forfeited | (3,120,362) | $ | 1.62 | ||||||||
| Unvested and outstanding as of March 31, 2025 | 16,975,005 | $ | 1.53 | ||||||||
The following table summarizes the weighted average grant-date fair value of RSUs and total fair value of vested RSUs for the periods presented:
| Fiscal Year Ended March 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted average grant-date fair value of RSUs | $ | 1.50 | $ | 1.16 | $ | 2.79 | |||||||||||
| Total fair value of released RSUs (in millions) | $ | 7.4 | $ | 3.3 | $ | 2.4 | |||||||||||
As of March 31, 2025, total unrecognized compensation expense related to RSUs was $15.3 million and is expected to be recognized over a weighted average period of 2.73 years. The fair value for RSUs is established based on the market price of the Company’s common stock on the date of grant.
Market-based Award
On April 15, 2022, pursuant to the 2021 Plan, the Company granted its Chief Executive Officer a market condition performance option award for the purchase of up to 600,000 shares of the Company’s common stock. The award had a grant date fair value of approximately $0.7 million using a Monte Carlo simulation model. Options under this market-based award will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days. These market-based conditions must be met in order for this option award to vest, and it is therefore possible that no awards would ultimately vest. These options expire on April 15, 2025 regardless of
whether any of the options have vested. The Company will recognize compensation expense for this award regardless of whether such conditions are met. The fair value is expensed over the requisite service period.
The fair value of each market-based award is estimated on the date of grant using the Monte Carlo model that uses the assumptions noted in the following table:
| Fiscal Year Ended March 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility | N/A | N/A | 70.10 | % | |||||||||||||
| Risk-free interest rate | N/A | N/A | 2.70 | % | |||||||||||||
| Expected dividend yield | N/A | N/A | — | % | |||||||||||||
Stock-Based Compensation
The following table summarizes the total stock-based compensation expense by function and by type of award for the fiscal years ended March 31, 2025, 2024, and 2023 (in thousands):
Fiscal Year ended | ||||||||||||||||||||
| March 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| General and administrative | $11,505 | $11,754 | $13,578 | |||||||||||||||||
| Advertising and marketing | 1,230 | 1,177 | 1,233 | |||||||||||||||||
| Total stock-based compensation expense | $12,735 | $12,931 | $14,811 | |||||||||||||||||
| Stock-based compensation expense by type of award | ||||||||||||||||||||
| RSUs | $ | 9,856 | $ | 8,268 | $ | 8,598 | ||||||||||||||
| Stock options | 1,809 | 3,803 | 5,638 | |||||||||||||||||
| Management Incentive Program | 826 | 284 | — | |||||||||||||||||
| Market-based award | — | 304 | 406 | |||||||||||||||||
| ESPP | 244 | 272 | 169 | |||||||||||||||||
| Total stock-based compensation expense | $ | 12,735 | $ | 12,931 | $ | 14,811 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Jun 4, 2025 | Showing above |
| 2024 | Jun 3, 2024 | |
| 2023 | Jun 1, 2023 | |
| 2022 | May 31, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.