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 of earliest event reported): ~~May 12~~June 13, 2025

Wag! Group Co.

(Exact name of registrant as specified in its charter)


Delaware	001-40764	88-3590180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2261 Market Street, Suite 86056San Francisco, California(1)			94114(1)
2261 Market St.Suite 86056San Francisco, California			94114
(Address of principal executive offices)			(Zip Code)

(707) 324-4219

(Registrant’s telephone number, including area code)

55Not ~~Francisco Street, Suite 360~~applicable

San Francisco, California 94133

(Former name or former address, if changed since last report)

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 per share

PET

The Nasdaq Global Market

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

PETWW

The Nasdaq Global Market

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. ☐

~~(1)~~Item 5.07 WeSubmission ~~are~~of aMatters ~~remote-first~~to ~~company. Accordingly, we do not maintain~~ a ~~headquarters.~~Vote ~~For purposes~~ of ~~compliance~~Security with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address: IR@wagwalkingHolders.~~com~~

~~Item 2.02 Results~~The offollowing ~~Operations~~three proposals were voted on at the Annual Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed with the Securities and ~~Financial~~Exchange ~~Condition.~~Commission on April 30, 2025), with the final results of the votes set forth below:

OnProposal May 12, 2025, Wag! Group Co. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 ~~to this Current Report on Form 8-K and incorporated herein by reference.~~

The ~~information~~individuals ~~furnished~~below inwere ~~this~~elected ~~Item 2.02~~at ~~of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Annual ~~Exchange~~Meeting ~~Act~~to ofserve ~~1934,~~ as ~~amended~~Class ~~(the~~III ~~“Exchange~~Directors ~~Act”), or otherwise subject to the liabilities~~ of ~~that section, nor shall it be deemed incorporated by reference into any filing under~~ the ~~Securities~~Company ~~Act~~until ~~of 1933, as amended, or~~ the ~~Exchange~~2028 ~~Act,~~annual ~~except~~meeting asof ~~shall~~stockholders beand ~~expressly~~until ~~set~~their ~~forth~~respective bysuccessors ~~specific~~are ~~reference~~elected inand ~~such filing~~qualified.

Item 9.01 Financial Statements and Exhibits.


	FOR	WITHHELD	BROKER NON-VOTES
Garrett Smallwood	17,810,984	546,257	18,000,473
Jocelyn Mangan	14,751,977	3,605,264	18,000,473
Sheila Marcelo	14,741,862	3,615,379	18,000,473

~~(d) Exhibits:~~Proposal 2

Exhibit Number						Description
99.1						Press Release - Q1 2025 Earnings Release
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
35,900,955	451,706	5,053	0

Proposal 3

At the Annual Meeting, the proposal to authorize the Company’s Board of Directors, in its discretion but in no event later than September 30, 2025, to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-10 to 1-for-20, such ratio to be determined by the Board of Directors and included in a public announcement, was approved.


FOR	AGAINST	ABSTAIN
27,897,915	3,164,019	5,295,780

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.

WAG! GROUP CO. By: ~~/s/ ALEC DAVIDIAN~~ Alec Davidian Chief Financial Officer (Principal Financial and Accounting Officer)

Date: ~~May 12~~June 18, 2025

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