Aterian (ATER) Proxy filing summary

Executive summary

• Entered into an Asset Purchase Agreement to sell substantially all consumer products business assets to Trademark Global, LLC, and a Securities Purchase Agreement for the sale of Series AA and AAA Convertible Non-Redeemable Preferred Stock to David E. Lazar.

• Declared a dividend in the form of contingent value rights (CVRs) to holders of common stock and certain warrants as of July 8, 2026, contingent on the asset sale and investment transaction closing.

• Estimated net proceeds available for distribution to stockholders via CVR range from $10.6 million to $14.2 million, or $0.85 to $1.14 per share, subject to adjustments and reserves.

• Timing and amount of distributions are uncertain due to potential adjustments, unforeseen liabilities, and required reserves for operational costs and specified liabilities.

• Forward-looking statements caution that actual results may differ due to risks, including legal proceedings, board discretion on dividend timing, and market or regulatory changes.

Voting matters and shareholder proposals

• Stockholder approval is required for the asset sale and investment transaction, with the proposed transactions to be submitted for a vote.

• Proxy materials and definitive proxy statement have been filed and mailed to stockholders, containing important information about the transactions.

Board of directors and corporate governance

• The board retains authority to change the record date or revoke the dividend prior to payment, based on solvency or surplus analysis.

• Directors and executive officers may be deemed participants in the proxy solicitation for the asset sale and investment transaction.