Allbirds, Inc. 8-K

What Happened Allbirds, Inc. announced on April 28, 2026 that it entered into a Class A Common Stock Sales Agreement with Chardan Capital Markets LLC to sell shares of its Class A common stock through an “at‑the‑market” (ATM) offering. Under the agreement Chardan may act as sales agent or principal (including through affiliates); the company will pay commissions up to 3% of gross proceeds and reimburse certain expenses. The ATM shares will be issued under Allbirds’ shelf registration statement on Form S-3 (File No. 333-288434), originally filed June 30, 2025 and declared effective July 10, 2025; a prospectus supplement related to the ATM was filed April 29, 2026. Effective April 27, 2026, Allbirds terminated its prior ATM sales agreement with TD Securities (USA) LLC.

Key Details

• Agreement date: April 28, 2026; prospectus supplement filed April 29, 2026.
• Commission: up to 3% of aggregate gross proceeds per sale; certain expenses reimbursable.
• Termination: prior TD Securities ATM agreement (dated June 30, 2025) terminated effective April 27, 2026.
• Flexibility: Allbirds is not obligated to sell shares, may suspend sales at any time, and either party may terminate the Chardan agreement with 10 days’ notice (or sooner in certain circumstances).

Why It Matters The agreement gives Allbirds a flexible way to raise capital over time by selling Class A shares into the market as needed. If the company elects to sell ATM shares, those issuances would increase the number of outstanding shares and dilute existing holders; commissions and reimbursed expenses will reduce net proceeds. The termination of the TD Securities agreement and appointment of Chardan simply changes the sales agent for the ATM program; the company retains discretion over whether and when to sell shares under the shelf registration.