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~~June 263, 2026

___________________________________

Allbirds, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

001-40963

47-3999983

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

530 Washington ~~St.~~Street

San Francisco, CA 94111

(Address of principal executive offices, including zip code)

(628) 225-4848

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instructions A.2. below):

☐ 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

Class A common stock, $0.0001 par value

BIRD

The Nasdaq Stock Market LLC

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 15.~~01 Entry~~07 Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~Entry~~On ~~into~~June ~~Asset~~3, ~~Purchase~~2026, ~~Agreement~~Allbirds, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2026.

OnProposal ~~May 26, 2026, Allbirds, Inc~~No., a1: To ~~Delaware~~approve ~~public benefit corporation (~~the ~~“Company”),~~sale ~~Allbirds~~of ~~International, Inc., a Delaware corporation (~~the ~~“Guarantor”),~~Purchased ~~the~~Assets ~~Lenders~~of ~~party thereto, and Second Avenue Capital Partners LLC, as Administrative Agent and Collateral Agent (in such capacities,~~ the ~~“Agent”)~~Company ~~entered into a Third Amendment to Credit Agreement~~ (the “~~Third~~Asset ~~Amendment to Credit Agreement~~Sale”), ~~which~~pursuant ~~Third Amendment~~ to ~~Credit~~the ~~Agreement~~Asset ~~amends~~Purchase ~~that certain Credit~~ Agreement dated ~~as of June 30, 2025 (as amended by that certain Consent and First Amendment to Credit Agreement, dated as of~~ March 29, 2026 ~~and that certain Second Amendment to Credit Agreement and Other Loan Documents, dated~~ (as ofit ~~April~~may ~~19,~~be ~~2026, the “Existing Credit Agreement,” and as further~~ amended byfrom ~~the~~time ~~Third Amendment~~ to ~~Credit Agreement~~time, the “~~Amended~~Asset ~~Credit~~Purchase Agreement”), by and ~~among~~between ~~the Company~~Allbirds, ~~the~~Inc. ~~Guarantor, the other Persons from time to time party thereto as “Guarantors,” the Lenders party thereto,~~ and ~~the~~Allbirds ~~Agent.~~IP ~~Capitalized~~LLC ~~terms used but not defined have~~ (the ~~respective~~“Asset ~~meanings~~Sale ~~ascribed to such terms in the Amended Credit Agreement~~Proposal”).

The Third Amendment to Credit Agreement, among other things, (i) reduces the Revolving Commitments from $50 million to $44.2 million; and (ii) provides two new tranches of debt as the Term Loan A Loan, in the maximum commitment amount of $3,300,000, and Term Loan B Loan, in the maximum commitment amount of $2,500,000 (collectively, the “Subject Amendments”). The effectiveness of the Subject Amendments is subject to customary conditions precedent and certain conditions subsequent.


Votes For	Votes Against	Abstained
26,898,792	28,059	8,162

~~The~~Proposal ~~foregoing~~No. ~~description~~2: ofTo ~~the~~approve ~~Third~~an ~~Amendment~~amendment to ~~Credit~~our ~~Agreement~~Ninth isAmended ~~not complete~~ and isRestated ~~qualified~~Certificate inof ~~its~~Incorporation ~~entirety~~(as byamended, ~~reference to~~ the ~~full~~“Certificate ~~text~~ of ~~such~~Incorporation”) ~~agreement,~~(the a“Charter ~~copy~~Amendment ~~of which is filed as Exhibit 10~~Proposal”).~~1 to this Current Report on Form 8-K and incorporated herein by reference.~~

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


Votes For	Votes Against	Abstained
26,898,660	28,038	8,315

~~The~~Proposal ~~information~~No. ~~regarding~~3: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the ~~Third~~issuance ~~Amendment~~of toshares ~~Credit~~of ~~Agreement~~our inClass ~~Item~~A 1common stock representing more than 19.0199% ~~above~~upon isthe ~~incorporated~~conversion byof ~~reference~~certain ~~into~~Convertible ~~this~~Notes ~~Item~~(the 2“Nasdaq Proposal”).~~03.~~


Votes For	Votes Against	Abstained
26,900,397	29,335	5,281

Proposal No. 4: To approve one or more adjournments of the Special Meeting from time to time, if necessary, to solicit additional proxies in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the proposals presented at the meeting (the “Adjournment Proposal”).


Votes For	Votes Against	Abstained
26,897,516	28,000	9,497

Based on the foregoing votes, each of the proposals were approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
10.1			Third Amendment to Credit Agreement, dated as of May 26, 2026, by and between Allbirds, Inc., Allbirds International, Inc., the Lenders party thereto, and Second Avenue Capital Partners LLC
104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

*Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

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

	Allbirds, Inc.
Dated: May 28, 2026
Dated: June 4, 2026
	By:	/s/ ~~Joe~~Joseph Vernachio
		Joe Vernachio
		Joseph Vernachio
		Chief Executive Officer

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