Allbirds (BIRD) Proxy filing summary

Executive summary

• Entered into a $50 million senior secured convertible notes facility with an institutional investor to fund a pivot into the compute infrastructure sector, including GPU asset acquisition and leasing.

• Amended and restated the Securities Purchase Agreement and related agreements to facilitate the new business direction and financing structure.

• Announced the sale of the existing footwear business and related assets, with plans to rebrand and focus on electronics infrastructure.

• Forward-looking statements highlight risks and uncertainties related to the new business model and financing arrangements.

Voting matters and shareholder proposals

• Special Meeting scheduled to seek shareholder approval for the issuance of more than 19.99% of Class A common stock upon conversion of the Convertible Notes, as required by Nasdaq rules.

• Record date for the Special Meeting set for April 13, 2026, with the meeting tentatively scheduled for May 18, 2026.

Board of directors and corporate governance

• Entered into Support Agreements with certain stockholders to facilitate approval of the proposed transactions.

• Directors and executive officers may be deemed participants in the proxy solicitation for the Special Meeting.