Aterian: David E. Lazar reports 3.1% ownership stake

Aterian, Inc. (ATER) reported that David E. Lazar beneficially owned 8,038,030 common shares, or 3.1% of the class, and stated that he ceased to beneficially own more than 5% on September 25, 2026.

Rhea-AI Filing Summary

Aterian, Inc. (ATER) reported that David E. Lazar beneficially owned 8,038,030 common shares, or 3.1% of the class, and stated that he ceased to beneficially own more than 5% on September 25, 2026.

On September 24, Lazar converted 168,900 Series AA Preferred Stock shares into 1,300,530 common shares. Under a September 1 Securities Purchase Agreement, he agreed to sell 706,100 Series AA and 1,750,000 Series AAA Preferred Stock shares to multiple purchasers for an aggregate purchase price of $12,000,000. The preferred shares are convertible into an aggregate of 241,861,970 common shares, and the transactions occurred on September 25. The reported 3.1% calculation used 261,129,410 common shares outstanding.

Key Figures

Beneficially owned common shares: 8,038,030 shares Ownership percentage: 3.1% Common shares outstanding: 261,129,410 shares +5 more

8 metrics

Beneficially owned common shares 8,038,030 shares Reported by David E. Lazar

Ownership percentage 3.1% Percentage of the class reported for David E. Lazar

Common shares outstanding 261,129,410 shares Number used to calculate the reported ownership percentage

Series AA conversion 168,900 Series AA Preferred Stock shares converted into 1,300,530 common shares Conversion on September 24, 2026

Series AA Preferred Stock shares agreed to be sold 706,100 shares September 2026 Securities Purchase Agreement

Series AAA Preferred Stock shares agreed to be sold 1,750,000 shares September 2026 Securities Purchase Agreement

Common shares convertible from preferred shares 241,861,970 shares Aggregate amount stated in the September 2026 Securities Purchase Agreement

Aggregate purchase price $12,000,000 September 2026 Securities Purchase Agreement

Key Terms

beneficially owned, Series AA Preferred Stock, Series AAA Preferred Stock, Securities Purchase Agreement, +1 more

5 terms

beneficially owned regulatory

"aggregate amount beneficially owned by each reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Series AA Preferred Stock financial

"converted 168,900 shares of Series AA Preferred Stock"

Series AAA Preferred Stock financial

"1,750,000 shares of Series AAA Preferred Stock"

Securities Purchase Agreement financial

"September 2026 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.

exit filing regulatory

"constitutes an "exit filing""

FAQ

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

How many ATER shares does David E. Lazar beneficially own?

David E. Lazar reported beneficial ownership of 8,038,030 common shares, or 3.1% of the class. The percentage calculation used 261,129,410 common shares outstanding.

What did David E. Lazar agree to sell under the ATER securities purchase agreement?

Lazar agreed to sell 706,100 Series AA Preferred Stock shares and 1,750,000 Series AAA Preferred Stock shares to multiple purchasers for an aggregate purchase price of $12,000,000. The transactions occurred on September 25, 2026.

What ATER preferred shares did David E. Lazar convert?

On September 24, 2026, Lazar converted 168,900 Series AA Preferred Stock shares into 1,300,530 common shares.

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

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Available on EDGAR 09/29/2026 - 09:34 PM Accepted by SEC EDGAR 09/29/2026 - 09:34 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Aterian, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

02156U200

(CUSIP Number)

DAVID E. LAZAR
44, Tower 100, The Towers, Winston, Churchill, San Francisco, Paitilla
Panama City, R1, 07196
646-768-8417

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 02156U200

1

Name of reporting person

Lazar David E.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

PORTUGAL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,038,030.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,038,030.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,038,030.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The figure in Item 13 is based upon 261,129,410 shares of Common Stock of the Issuer outstanding, which includes (i) 1,300,530 shares of Common Stock of the Issuer that were acquired by the Reporting Person upon the conversion of shares of Series AA Preferred Stock of the Issuer, and (ii) the 259,828,880 shares of Common Stock of the Issuer outstanding as confirmed by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Aterian, Inc.
(c)	Address of Issuer's Principal Executive Offices: 350 Springfield Avenue, Suite #200, Summit, NEW JERSEY , 07901.
Item 1 Comment: This Amendment No. 1 to the Schedule 13D ("Amendment No. 1") amends and supplements the initial Schedule 13D filed with the Securities and Exchange Commission ("SEC") on September 10, 2026. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as amended, restated and/or supplemented by this Amendment No. 1, the Schedule 13D remains unchanged. This Amendment No. 1 is being filed for the purpose of reporting a decrease in the percentage of the class of securities beneficially owned by the Reporting Person and constitutes an "exit filing" with respect to Schedule 13D for the Reporting Person. The related updates and amendments to the Schedule 13D are outlined in the Items below.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 24, 2026, the Reporting Person converted 168,900 shares of Series AA Preferred Stock of the Issuer into 1,300,530 shares of Common Stock of the Issuer.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: "September 2026 Securities Purchase Agreement On September 1, 2026, the Reporting Person entered into a Securities Purchase Agreement (the "September SPA") with multiple purchasers (the "Purchasers"), pursuant to which the Reporting Person agreed to sell, in a private transaction, (i) 706,100 shares of Series AA Preferred Stock of the Issuer and (ii) 1,750,000 shares of Series AAA Preferred Stock of the Issuer, which are convertible into an aggregate of 241,861,970 shares of Common Stock of the Issuer, to the Purchasers for an aggregate purchase price of $12,000,000. The transactions contemplated by the September SPA occurred on September 25, 2026. The foregoing description of the September SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the September SPA, which is filed as Exhibit 99.5 hereto."
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page hereto.
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: "(i) Sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) Shared power to vote or to direct the vote: See Item 8 on the cover page(s) hereto. (iii) Sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) Shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto."
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: Other than as set forth in Item 3 and Item 4, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(e)	Item 5(e) is hereby amended and restated in its entirety as follows: The Reporting Person ceased to beneficially own more than five percent of the outstanding shares of Common Stock of the Issuer on September 25, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: The descriptions of the September SPA set forth in Item 4 of this Amendment No.1 are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented as follows: 99.5 Form of Securities Purchase Agreement, dated as of September 1, 2026, by and among the Reporting Person and the Purchasers.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lazar David E.

Signature:	/s/ David E. Lazar
Name/Title:	David E. Lazar
Date:	09/29/2026