Aterian CEO buys $3.5M in convertible preferred
Aterian, Inc. (ATER) reported that Chief Executive Officer and ten percent owner David E. Lazar made several preferred-stock transactions.
Rhea-AI Filing Summary
Aterian, Inc. (ATER) reported that Chief Executive Officer and ten percent owner David E. Lazar made several preferred-stock transactions. On July 17, 2026, he acquired 1,750,000 Series AAA Convertible Non-Redeemable Preferred Shares at $2.00 per share, for an aggregate $3,500,000, under an April 27, 2026 Securities Purchase Agreement; each share is convertible, after required stockholder approvals, into 135.1 shares of common stock (up to 236,425,000 common shares) at a conversion price of $0.0148 with no additional consideration and no expiration. Following stockholder approval, on August 4, 2026 he converted Series AA Convertible Non-Redeemable Preferred Stock into 6,737,500 shares of common stock and held 6,737,500 common shares directly afterward. The filing states that these transactions were not made under a Rule 10b5-1 trading plan.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
875,000 shares exercised/converted
Exercise
3 txns
Insider
Lazar David E.
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series AA Convertible Non-Redeemable Preferred Stock F2, F3 | 875,000 | $0.00 | $0.00 |
| Conversion | Common Stock | 875,000 | $2.00 | $1.75M |
| Grant/Award | Series AAA Convertible Non-Redeemable Preferred Stock F1, F2 | 1,750,000 | $2.00 | $3.50M |
Holdings After Transaction:
Series AAA Convertible Non-Redeemable Preferred Stock — 1,750,000 contracts (Direct);
Series AA Convertible Non-Redeemable Preferred Stock — 6,737,500 contracts (Direct);
Common Stock — 6,737,500 shares (Direct)
Footnotes (3)
- F1. On July 17, 2026, the Reporting Person acquired 1,750,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock at $2.00 per share (the "Series AAA Preferred Shares"), for an aggregate purchase price of $3,500,000, pursuant to the Securities Purchase Agreement dated April 27, 2026. Following receipt of the requisite stockholder approvals, each Series AAA Preferred Share may be converted into 135.1 shares of Common Stock (up to 236,425,000 shares in the aggregate) at a conversion price of $0.0148, for no additional consideration.
- F2. Each of the Series AAA Preferred Shares and Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Shares") are perpetual and therefore have no expiration date.
- F3. Following stockholder approval on July 17, 2026, the Series AA Preferred Shares are convertible into shares of Common Stock at the option of the Reporting Person for no additional consideration. On August 4, 2026, the Reporting Person converted 6,737,500 shares of his Series AA Preferred Shares.
Key Figures
Series AAA preferred shares acquired: 1,750,000 shares
Purchase price per Series AAA preferred share: $2.00 per share
Aggregate Series AAA purchase amount: $3,500,000
+5 more
8 metrics
Series AAA preferred shares acquired
1,750,000 shares
Grant/acquisition on July 17, 2026
Purchase price per Series AAA preferred share
$2.00 per share
Acquisition on July 17, 2026
Aggregate Series AAA purchase amount
$3,500,000
1,750,000 Series AAA preferred shares at $2.00 each
Series AAA conversion ratio
135.1 common shares per preferred share
Maximum 236,425,000 common shares issuable from Series AAA preferred
Series AAA conversion price
$0.0148 per common share
Conversion of Series AAA preferred into common stock for no additional consideration
Maximum common shares from Series AAA
236,425,000 common shares
Total common stock issuable upon full conversion of Series AAA preferred
Common shares received from Series AA conversion
6,737,500 shares
Conversion transaction on August 4, 2026
Common shares held after transactions
6,737,500 shares
Direct ownership following August 4, 2026 conversion
Key Terms
Series AAA Convertible Non-Redeemable Preferred Stock, Securities Purchase Agreement, conversion price, perpetual, +1 more
5 terms
Series AAA Convertible Non-Redeemable Preferred Stock financial
"the Reporting Person acquired 1,750,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock"
A class of preferred shares that pays dividends and ranks ahead of common stock for dividends and asset claims, but does not obligate the issuer to buy them back (non-redeemable). They can be converted into common shares under specified terms, so they act like a hybrid between a bond and a stock; the "Series AAA" label simply identifies this particular issuance. Investors care because these features affect income, priority in a liquidation, and potential dilution if the shares convert to common stock.
Securities Purchase Agreement financial
"for an aggregate purchase price of $3,500,000, pursuant to the Securities Purchase Agreement dated April 27, 2026"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
conversion price financial
"each Series AAA Preferred Share may be converted into 135.1 shares of Common Stock ... at a conversion price of $0.0148"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
perpetual financial
"Each of the Series AAA Preferred Shares and Series AA ... are perpetual and therefore have no expiration date"
Perpetual describes a financial instrument or obligation that has no fixed end date and can continue indefinitely unless the issuer chooses to end it. For investors, that means there is no scheduled return of principal, so value depends on ongoing payments, issuer stability and market interest rates—similar to receiving rent from a property with no set sale date. Perpetual instruments often pay higher yields to compensate for that open-ended risk.
Series AA Convertible Non-Redeemable Preferred Stock financial
"the Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Shares")"
A class of preferred shares labeled "Series AA" that carries fixed rights and priorities above common stock, can be converted into common shares under specified terms, and cannot be called back by the issuer for cash redemption. Think of it as a special, higher-priority ticket that may be exchanged for ordinary tickets later, while also carrying pay and payout preferences in events like dividends or liquidation—details matter because conversion terms and priority affect potential returns and ownership dilution.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did ATER CEO David E. Lazar report on this Form 4?
David E. Lazar reported acquiring 1,750,000 Series AAA preferred shares on July 17, 2026 for $3,500,000 and converting Series AA preferred shares into 6,737,500 common shares on August 4, 2026, ending with 6,737,500 common shares held directly.
Were the reported ATER insider transactions made under a Rule 10b5-1 plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the transactions were made pursuant to a Rule 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
