Allbirds (BIRD) Proxy filing summary

Executive summary

• Entered into a definitive Asset Purchase Agreement to sell substantially all assets, including intellectual property, inventory, and accounts receivable, for $39 million in cash, subject to adjustments at closing.

• The transaction was negotiated by a special committee of independent directors and received unanimous board approval; it is subject to stockholder approval at a special meeting.

• Upon closing, the company intends to dissolve and distribute net proceeds to stockholders, with timing and amounts subject to board discretion and contingent reserves.

• The closing is expected in Q2 2026, with distributions anticipated in Q3 2026, pending satisfaction of all conditions and regulatory reviews.

• A press release announced the transaction and cancellation of the upcoming earnings call, with the annual report to be filed as scheduled.

Voting matters and shareholder proposals

• Stockholders will be asked to approve the Asset Purchase Agreement, the Asset Sale, and the company’s dissolution at a special meeting.

• The proxy statement describing the transaction and seeking approval is expected to be filed by April 24, 2026.

• If a superior proposal is received, the board may change its recommendation after following a defined notice and match-right process.

Board of directors and corporate governance

• The Asset Sale was negotiated and approved by a special committee of independent directors and received unanimous approval from the full board.

• The board will approve a plan of distribution for stockholder proceeds and oversee the dissolution process.