STOCK TITAN

Aterian CEO Lazar sells $12M in preferred shares

Both preferred-stock series are perpetual and have no expiration date.

(Very High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
4

Rhea-AI Filing Summary

Aterian, Inc. Chief Executive Officer David E. Lazar converted 168,900 Series AA preferred shares into 1,300,530 common shares for no additional consideration. On September 25, 2026, he sold 706,100 Series AA and 1,750,000 Series AAA preferred shares to multiple purchasers for an aggregate purchase price of $12,000,000, which the agreement did not allocate between the two series. His reported common-stock holdings following the conversion were 8,038,030 shares; his Series AAA holdings following the sale were zero. No Rule 10b5-1 plan is reported.

Insights

Analyzing...

Insider Lazar David E.
Role Chief Executive Officer
Sold 2,456,100 shs ($12.00M)
Type Security Shares Price Value
Sale Series AAA Convertible Non-Redeemable Preferred Stock F3, F2 1,750,000 $6.703 $11.73M
Sale Series AA Convertible Non-Redeemable Preferred Stock F3, F2 706,100 $0.382 $270K
Conversion Series AA Convertible Non-Redeemable Preferred Stock F1, F2 168,900 $0.00 $0.00
Conversion Common Stock F1 1,300,530 $0.00 $0.00
Holdings After Transaction: Series AAA Convertible Non-Redeemable Preferred Stock — 0 contracts (Direct); Series AA Convertible Non-Redeemable Preferred Stock — 706,100 contracts (Direct); Common Stock — 8,038,030 shares (Direct)
Footnotes (3)
  1. F1. On September 25, 2026, the Reporting Person converted 168,900 shares of the Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Shares") for no additional consideration.
  2. F2. Each of the Series AA Preferred Shares and the Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Shares") are perpetual and therefore have no expiration date.
  3. F3. On September 25, 2026, the Reporting Person sold 706,100 Series AA Preferred Shares and 1,750,000 Series AAA Preferred Shares to multiple purchasers for an aggregate purchase price of $12,000,000, pursuant to a Securities Purchase Agreement. The aggregate purchase price was not allocated between the Series AA Preferred Shares and the Series AAA Preferred Shares in the Securities Purchase Agreement; the per-share prices reported reflect an allocation of the aggregate purchase price between the two series pro rata based on the number of shares of Common Stock underlying each series.
Series AA preferred shares converted 168,900 shares Converted for no additional consideration
Common shares from conversion 1,300,530 shares Common shares received in the conversion
Series AA preferred shares sold 706,100 shares Sale on September 25, 2026
Series AAA preferred shares sold 1,750,000 shares Sale on September 25, 2026
Aggregate purchase price $12,000,000 Purchase price for both preferred-stock series; not allocated between them
Common shares following conversion 8,038,030 shares Reported resulting Common Stock holdings
Series AAA shares following sale 0 shares Reported resulting preferred-stock holdings
perpetual financial
"Each of the Series AA Preferred Shares and the Series AAA Preferred Shares are perpetual"
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.
Securities Purchase Agreement financial
"pursuant to a Securities Purchase Agreement"
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.
pro rata financial
"an allocation of the aggregate purchase price ... pro rata"
Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ATER preferred shares did David E. Lazar sell?

David E. Lazar sold 706,100 Series AA and 1,750,000 Series AAA preferred shares on September 25, 2026. The shares were sold to multiple purchasers under a Securities Purchase Agreement. No Rule 10b5-1 plan is reported.

What was the purchase price for David E. Lazar's ATER preferred-stock sale?

The aggregate purchase price was $12,000,000, and the agreement did not allocate it between the Series AA and Series AAA shares. The reported per-share prices reflect a pro rata allocation based on the number of common shares underlying each series.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lazar David E.

(Last)(First)(Middle)
PH THE TOWERS, TOWER
100, APT 44, WINSTON CHURCHILL

(Street)
PANAMA CITYPANAMA07196

(City)(State)(Zip)

PANAMA

(Country)
2. Issuer Name and Ticker or Trading Symbol
Aterian, Inc. [ ATER ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)XOther (specify below)
Chief Executive OfficerFormer 10% Owner
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/24/2026C1,300,530A$0(1)8,038,030D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series AAA Convertible Non-Redeemable Preferred Stock$0.014809/25/2026S1,750,00007/17/2026 (2)Common Stock236,425,000$6.703(3)0D
Series AA Convertible Non-Redeemable Preferred Stock$0.259709/25/2026S706,10007/17/2026 (2)Common Stock5,436,970$0.382(3)0D
Series AA Convertible Non-Redeemable Preferred Stock$0(1)09/24/2026C168,90007/17/2026 (2)Common Stock1,300,530$0706,100D
Explanation of Responses:
1. On September 25, 2026, the Reporting Person converted 168,900 shares of the Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Shares") for no additional consideration.
2. Each of the Series AA Preferred Shares and the Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Shares") are perpetual and therefore have no expiration date.
3. On September 25, 2026, the Reporting Person sold 706,100 Series AA Preferred Shares and 1,750,000 Series AAA Preferred Shares to multiple purchasers for an aggregate purchase price of $12,000,000, pursuant to a Securities Purchase Agreement. The aggregate purchase price was not allocated between the Series AA Preferred Shares and the Series AAA Preferred Shares in the Securities Purchase Agreement; the per-share prices reported reflect an allocation of the aggregate purchase price between the two series pro rata based on the number of shares of Common Stock underlying each series.
/s/ David E. Lazar09/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Keep reading