Allbirds (NASDAQ: BIRD) taps $50M secured convertible note facility for $5M

Rhea-AI Filing Summary

Allbirds, Inc. reported an unregistered sale of senior secured convertible notes under its existing financing facility. On June 4, 2026, the company sold $5.0 million in aggregate principal amount of these convertible notes, which are convertible into Class A common stock. This tranche was issued under a previously disclosed facility of up to $50.0 million, with $41.75 million in principal amount still available to be sold at the option of the note holders. The notes were offered and sold in reliance on Rule 506(b) of the Securities Act, and the company anticipates using the net proceeds for general corporate purposes and working capital.

Insights

Capital structure and credit analyst

Allbirds adds $5M in convertible debt under an existing $50M facility.

Allbirds issued $5.0 million in senior secured convertible notes as part of a previously arranged $50.0 million facility. These notes can convert into Class A common stock, so they represent both additional debt and potential future equity.

After this funding, $41.75 million in principal remains available under the facility at the option of the note holders. The company states that net proceeds from this tranche are expected to support general corporate purposes and working capital, which may help liquidity but could also lead to future dilution if the notes convert.

The transaction was completed as an unregistered offering in reliance on Rule 506(b) of the Securities Act. Subsequent company filings may provide more detail on conversion terms, interest costs, and any future drawdowns under the facility.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New convertible notes issued: $5.0 million principal Facility size: $50.0 million principal Remaining facility capacity: $41.75 million principal +2 more

5 metrics

New convertible notes issued $5.0 million principal Senior secured convertible notes sold on June 4, 2026

Facility size $50.0 million principal Maximum aggregate original principal under convertible note facility

Remaining facility capacity $41.75 million principal Convertible notes still available to be sold under facility

Nasdaq Proposal-related portion $2.0 million principal Portion of $5.0 million tranche subject to Nasdaq Proposal approval

Use of proceeds General corporate purposes and working capital Company’s stated use for net proceeds from this tranche

Key Terms

senior secured convertible notes, Rule 506(b), unregistered sales of equity securities, convertible into shares of the Company’s Class A common stock, +1 more

5 terms

senior secured convertible notes financial

"the Company agreed to issue and sell senior secured convertible notes in an aggregate original principal amount"

A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.

Rule 506(b) regulatory

"The Convertible Notes were offered and sold in reliance on the exemption from registration provided by Rule 506(b) of the Securities Act"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

convertible into shares of the Company’s Class A common stock financial

"senior secured convertible notes in an aggregate original principal amount of up to $50.0 million ... convertible into shares of the Company’s Class A common stock"

general corporate purposes and working capital financial

"The net proceeds from this tranche of the Convertible Notes are anticipated to be used for general corporate purposes and working capital."

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Understanding 8-K Material Events →

0001653909false00016539092026-06-042026-06-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2026

___________________________________

Allbirds, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

001-40963

47-3999983

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

530 Washington Street

San Francisco, CA 94111

(Address of principal executive offices, including zip code)

(628) 225-4848

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value

BIRD

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02    Unregistered Sales of Equity Securities.

As previously disclosed, on April 14, 2026, Allbirds, Inc., a Delaware public benefit corporation (the “Company”) entered into a Securities Purchase Agreement (as subsequently amended, the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell senior secured convertible notes in an aggregate original principal amount of up to $50.0 million (the “Convertible Notes”), convertible into shares of the Company’s Class A common stock (the “Facility”).

On June 4, 2026, the Company sold $5.0 million in aggregate principal amount of Convertible Notes. The Convertible Notes were offered and sold in reliance on the exemption from registration provided by Rule 506(b) of the Securities Act of 1933, as amended. The $5.0 million is inclusive of the $2.0 million that was subject to the approval of the Nasdaq Proposal (as such term is defined in that certain definitive Proxy Statement filed by the Company with the Securities and Exchange Commission on May 8, 2026). An aggregate principal amount of $41.75 million in Convertible Notes remains available to be sold under the Facility at the option of the holders of the Convertible Notes.

The net proceeds from this tranche of the Convertible Notes are anticipated to be used for general corporate purposes and working capital.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.			Description
104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Allbirds, Inc.
Dated: June 10, 2026
			By:			/s/ Joseph Vernachio
						Joseph Vernachio
						Chief Executive Officer

FAQ

What financing did Allbirds (BIRD) disclose in its latest 8-K?

Allbirds disclosed issuing $5.0 million in senior secured convertible notes under an existing $50.0 million facility. These notes are convertible into Class A common stock and were sold in a private offering relying on Rule 506(b) of the Securities Act.

How much capacity remains under Allbirds (BIRD) convertible note facility?

After the June 4, 2026 issuance, Allbirds reports $41.75 million in aggregate principal amount of senior secured convertible notes remains available. This remaining capacity can be drawn at the option of the holders under the previously disclosed financing facility.

How will Allbirds (BIRD) use the $5.0 million note proceeds?

Allbirds anticipates using the net proceeds from the $5.0 million tranche of senior secured convertible notes for general corporate purposes and working capital. This typically includes operating expenses, growth initiatives, and day-to-day liquidity needs across the business.

Were Allbirds (BIRD) new convertible notes registered with the SEC?

The new senior secured convertible notes were not registered with the SEC. Allbirds states they were offered and sold in reliance on the exemption from registration provided by Rule 506(b) of the Securities Act of 1933, which governs certain private placements.

What is the total size of Allbirds (BIRD) senior secured convertible note facility?

Allbirds describes a senior secured convertible note facility with aggregate original principal of up to $50.0 million. The June 4, 2026 tranche used $5.0 million of that amount, leaving $41.75 million still available under the facility for potential future issuance.

What corporate action enabled part of this Allbirds (BIRD) financing?

Allbirds notes that the $5.0 million tranche is inclusive of $2.0 million that was subject to approval of the Nasdaq Proposal described in a definitive proxy statement filed on May 8, 2026. That stockholder approval supported completing this portion of the financing.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB