Aterian (ATER) Proxy filing summary

Executive summary

• Special Meeting scheduled for July 10, 2026, for shareholders to vote on transformative strategic transactions, including an $18 million asset sale and a $7 million strategic investment.

• Asset Sale involves selling marquee e-commerce brands to Trademark Global, with net proceeds estimated at $10.6–$14.2 million to be distributed to shareholders, including via Contingent Value Rights (CVRs), in Q3 2026.

• Strategic financing of $7 million from David E. Lazar through preferred stock issuance, with proceeds earmarked for future investments or acquisitions in high-growth sectors.

• Board unanimously recommends voting FOR all proposals to unlock and distribute value to shareholders and enable future growth.

Voting matters and shareholder proposals

• Shareholders will vote on eight proposals: Asset Sale, Director Elections, Change of Control, Related Party, Issuance, Reverse Stock Split, Authorized Stock Increase, and Adjournment.

• Director nominees are Avraham Ben-Tzi (Class II, term until 2027) and David Natan (Class III, term until 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.

• Voting can be done online, by phone, or by mail.

Board of directors and corporate governance

• Board conducted a broad review of strategic alternatives starting in late 2025, leading to the current proposals.

• Board unanimously supports all proposals and urges immediate shareholder participation.