ATLANTIC INTERNATIONAL CORP. SEC Filings

Atlantic International Corp. completed the acquisition of Dutch IT staffing firm Circle8 Group, which generated approximately US $780 million in unaudited 2025 revenue. The purchase price includes 12,516,070 Atlantic shares, equal to 19.99% of shares outstanding at closing, plus a $161,961,751.20 convertible note issuable into 53,291,744 shares, subject to stockholder approval.

Axiom may also receive a one-time profit payment based on Circle8’s 2025 results and a US $2.5 million bonus if 2026 revenue exceeds €600 million. Guus Franke becomes Executive Chairman under a five-year agreement with an $800,000 base salary and transaction bonuses, while CEO Jeffrey Jagid and General Counsel Michael Tenore receive extended terms, higher pay and enhanced bonuses. The company also issued 4,000,000 unregistered shares to EF Hutton as a transaction fee.

Atlantic International Corp. insider Andrew Bressman reported the grant and vesting of 500,000 restricted stock units (RSUs) on January 5, 2026, which were exercised into 500,000 shares of common stock at a value of $1.33 per share, the closing market price on December 31, 2025. After this transaction, he beneficially owns 7,003,971 shares of Atlantic International common stock directly.

The RSUs were issued under the company’s 2025 Omnibus Equity Incentive Plan pursuant to Rule 16b-3 and were granted under a consulting agreement between the issuer and SAB Management LLC, where Bressman is Manager. The filing states this was not a discretionary transaction by the reporting person, and the RSUs vested in full on the grant date.

Atlantic International Corp. disclosed that strategic adviser Andrew Bressman has filed an amended Schedule 13D reporting beneficial ownership of 7,003,971 shares of common stock, representing 11.9% of the company’s outstanding shares as of January 5, 2026. He has sole voting and dispositive power over all of these shares.

The filing notes that Bressman received 500,000 restricted stock units (RSUs) on January 5, 2026 under a consulting agreement, and that these RSUs are exercisable on the grant date. The stake is held in connection with a merger agreement and his consulting role, and he states that he does not currently have plans for major corporate actions such as mergers, asset sales, or changes in control. The filing also states there are no other contracts or arrangements regarding the issuer’s securities.

Atlantic International Corp. General Counsel Michael Tenore reported equity awards and vesting activity. On January 7, 2026, 1,202,901 shares of common stock vested upon exercise of restricted stock units granted under the company’s 2025 Omnibus Equity Incentive Plan. Of these, 360,870 shares were retained by the company to cover tax liabilities, resulting in a net 842,031 shares issued to Tenore. The shares were valued at $1.33 per share, the closing market price on December 31, 2025. Following this transaction, he directly beneficially owned 1,843,725 common shares.

Separately, on January 5, 2026, Tenore was granted 125,000 incentive stock options at an exercise price of $1.33 per share under the same plan. These options cover 125,000 shares of common stock, become fully exercisable six months from the grant date, and expire on July 5, 2031. The filing characterizes both the restricted stock unit vesting and the option grant as transactions made under the equity incentive plan, rather than discretionary open-market trades.

Atlantic International Corp. filed an amended Schedule 13D showing that CEO and director Jeffrey Jagid beneficially owns 8,221,025 shares of common stock, representing 13.8% of the company based on 58,525,488 shares outstanding as of January 1, 2026.

Jagid holds sole voting and dispositive power over these shares. On January 1, 2026, 5,551,223 shares vested from previously granted restricted stock units under the 2025 Omnibus Equity Incentive Plan; 1,665,367 shares were withheld to cover tax liabilities, and 3,885,856 net shares were issued to him. On January 5, 2026, the board granted him incentive stock options for 1,000,000 shares at an exercise price of $1.33 per share, exercisable in full six months from the grant date.

Atlantic International Corp. Chief Operating Officer Matthew Evelt reported a new grant of incentive stock options on January 5, 2026. He was awarded options covering 100,000 shares of common stock with an exercise price of $1.33 per share and no purchase price at grant. According to the filing, these options will vest six months after the grant date, on July 5, 2026. After this grant, Evelt beneficially owns 1,100,000 derivative securities directly, reflecting his total outstanding stock options in the company.

Atlantic International Corp. has registered up to $250,000,000 of mixed securities under a shelf prospectus, allowing it to issue common stock, preferred stock, warrants, subscription rights and units over time. The company can sell these securities in one or more offerings, with specific prices and terms described in future prospectus supplements, and may use underwriters, dealers, agents, direct sales or rights offerings. Net proceeds are intended for general corporate purposes, including repaying debt, repurchasing common stock, funding capital expenditures, acquisitions or expansions, working capital and ongoing operating expenses.

Atlantic is a national strategic staffing firm with approximately 300 employees and over $400 million in revenue for the year ended December 31, 2024, placing workers in accounting and finance, administrative and clerical, information technology, legal, light industrial and medical roles across the United States. As of December 10, 2025, it had 58,525,488 shares of common stock outstanding and no preferred shares issued, and its common stock trades on Nasdaq under the symbol ATLN. The company qualifies as an emerging growth company and a smaller reporting company, uses scaled disclosure requirements, and does not expect to pay cash dividends in the foreseeable future, instead planning to retain earnings to expand its business.

Atlantic International Corp. has filed a mixed shelf registration allowing it to offer up to $250,000,000 of common stock, preferred stock, senior and subordinated debt, warrants, subscription rights and units over time. A related prospectus supplement describes a separate at-the-market style program for $30,000,000 of 5% convertible preferred stock issued at a 5% original issue discount, together with common stock purchase warrants. The preferred stock is perpetual, pays a 5% annual dividend in kind, and converts into common stock at a 25% premium to the common share closing price on the pricing date; the warrants share that conversion price and have a five-year term.

Atlantic is a national staffing firm placing professionals in finance, IT, legal, light industrial, medical and administrative roles, and reports over $400 million in revenue for the year ended December 31, 2024. As of December 2, 2025, it had 58,525,488 common shares outstanding. The company qualifies as an emerging growth company and a smaller reporting company and plans to use any net proceeds for general corporate purposes, including acquisitions, working capital, capital spending, debt repayment and potential stock repurchases.