Lazar David E. 4

What Happened

• David E. Lazar, a director of Aterian, acquired 1,750,000 shares of Series AA Convertible Non‑Redeemable Preferred Stock on April 27, 2026 under a Securities Purchase Agreement, paying $2.00 per share for a total of $3,500,000. The filing also notes an agreement to purchase an additional 1,750,000 Series AAA preferred shares at $2.00 per share (additional $3.5M) at a subsequent closing that is subject to stockholder approvals.

Key Details

• Transaction date: April 27, 2026; Filing date: May 1, 2026.
• Purchase price: $2.00 per preferred share; Series AA purchase = $3,500,000.
• Shares held after transaction: Reporting person beneficially owns no common stock; beneficial ownership reported relates to preferred shares (1,750,000 Series AA now; 1,750,000 Series AAA contingent).
• Conversion and restrictions:
  • Preferred shares are not convertible into common stock until the company obtains required stockholder approvals (including Nasdaq-related approvals and a charter amendment).
  • After approval, each Series AA share converts into 7.7 common shares.
  • Each Series AAA share will convert into a minimum of 117.63 and a maximum of 135.10 common shares, based on fully diluted capitalization per the Purchase Agreement.
  • Conversion will be at the reporting person’s option for no additional consideration once approvals are obtained.
• Other: Each preferred class is perpetual (no expiration). Transaction was reported on Form 4 as an award/acquisition of a derivative security.

Context

• These are purchases of preferred (derivative) securities, not purchases of common stock. They confer potential future common shares only if and when required stockholder approvals and charter amendments are completed. For retail investors, preferred purchases can indicate a planned financing or governance arrangement but do not immediately increase common‑share holdings or represent immediate open‑market buying of common stock.