Aterian (ATER) Proxy filing summary

Executive summary

• Special meeting adjourned to July 17, 2026, to secure enough votes for two key proposals: the Asset Sale and the Investment Transaction.

• Asset Sale involves an $18 million sale of marquee brand portfolio, with an expected return of $0.85–$1.14 per share to stockholders.

• Investment Transaction includes a $7 million strategic investment to position the company for future growth.

• Both transactions are presented as critical to delivering value to stockholders, with a warning that failure to approve may result in little or no value for common stockholders.

• Leading proxy advisors Glass Lewis and ISS recommend voting in favor of the Asset Sale.

Voting matters and shareholder proposals

• Stockholders are urged to vote by July 16, 2026, via phone or online, with only 2.7% of outstanding shares needed for approval.

• Proposals include approval of the Asset Sale to Trademark Global, LLC, and issuance of common stock upon conversion of preferred shares to David Lazar.

• Stockholders can change or revoke their vote before the polls close at the reconvened meeting.

Board of directors and corporate governance

• Board of Directors unanimously approved both the Asset Sale and the Investment Transaction.

• Directors and executive officers are identified as participants in the proxy solicitation, with their interests disclosed in SEC filings.