Aterian (ATER) Proxy filing summary

Executive summary

• Board approved the sale of substantially all assets for $18 million and a $7 million strategic investment to monetize the brand portfolio and return value to stockholders in Q3 2026.

• Estimated cash distributions to stockholders are projected at $0.85 to $1.14 per share, with a CVR framework for transparent distribution.

• The Board urges stockholders to vote in favor of all proposals at the July 10, 2026, Special Meeting.

• Forward-looking statements highlight risks related to transaction completion, personnel retention, and market conditions.

Voting matters and shareholder proposals

• Eight proposals are up for vote: Asset Sale, Director Election, Change of Control, Related Party, Issuance, Reverse Stock Split, Authorized Stock Increase, and Adjournment.

• Director nominees are Avraham Ben-Tzi (term through 2027) and David Natan (term through 2028).

• Reverse Stock Split proposal allows a ratio between 1-for-2 and 1-for-99, at Board discretion.

• Authorized Stock Increase proposal seeks to raise authorized shares from 500 million to up to 1 billion.

• Adjournment proposal allows meeting extension to solicit additional votes if needed.

Board of directors and corporate governance

• Board unanimously recommends voting for all proposals and has overseen a strategic alternatives process since late 2025.

• Information on directors and executive officers, including security holdings, is available in recent SEC filings.