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Allbirds (NASDAQ: BIRD) hires Chardan for new ATM stock program

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Allbirds, Inc. entered into a new Class A Common Stock Sales Agreement with Chardan Capital Markets to sell Class A shares from time to time through an “at the market offering” program. Chardan will act as sales agent or principal and receive a commission of up to 3% of aggregate gross proceeds.

The company may suspend sales at any time, and either party can terminate the agreement with 10 days’ notice. ATM shares will be issued under Allbirds’ Form S-3 shelf registration statement, supported by a prospectus supplement. Allbirds terminated its prior ATM sales agreement with TD Securities effective April 27, 2026.

Positive

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Negative

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Chardan commission up to 3% of aggregate gross proceeds Commission rate on each sale of ATM Shares
Termination notice period 10 days Notice required for either party to terminate Sales Agreement
New Sales Agreement date April 28, 2026 Date Allbirds entered Sales Agreement with Chardan
Prior TD agreement termination effective April 27, 2026 Termination of Class A Common Stock Sales Agreement with TD Securities
Shelf registration filed June 30, 2025 Form S-3 (File No. 333-288434) filing date
Shelf registration effective July 10, 2025 Date Form S-3 was declared effective by SEC
Prospectus supplement date April 29, 2026 Prospectus supplement filed for ATM Shares
at the market offering financial
"through an “at the market offering” program under which Chardan"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Sales Agreement financial
"entered into a Class A Common Stock Sales Agreement (the “Sales Agreement”)"
A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.
shelf registration statement regulatory
"pursuant to the Company’s shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Rule 415 regulatory
"as defined in Rule 415 promulgated under the Securities Act of 1933"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the Private Securities Litigation"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
0001653909false00016539092026-04-272026-04-27



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): April 27, 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 St.
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 valueBIRDThe 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 1.01     Entry into a Material Definitive Agreement.

On April 28, 2026, the Company entered into a Class A Common Stock Sales Agreement (the “Sales Agreement”) with Chardan Capital Markets LLC (“Chardan”), to sell shares of its Class A Common Stock (the “ATM Shares”), from time to time, through an “at the market offering” program under which Chardan, acting as sales agent or principal (including through its affiliates), will offer and sell the ATM Shares. The sales, if any, of the ATM Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
The Company will pay Chardan a commission rate of up to 3% of the aggregate gross proceeds from each sale of ATM Shares. The Company will also reimburse Chardan for certain specified expenses in connection with the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the ATM Shares.
The Company is not obligated to sell any of the ATM Shares under the Sales Agreement and may at any time suspend sales thereunder. The Sales Agreement may be terminated by either the Company or Chardan with 10 days notice, or earlier under certain circumstances.
The ATM Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-288434) filed by the Company with the SEC on June 30, 2025, and declared effective by the SEC on July 10, 2025 (the “Registration Statement”). The Company filed a prospectus supplement (the “Prospectus Supplement”), dated April 29, 2026, to the Registration Statement with the SEC in connection with the offer and sale of the ATM Shares.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific date, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.


Item 1.02     Termination of a Material Definitive Agreement.

In furtherance of entry into the Sales Agreement, effective as of April 27, 2026, the Company terminated that certain Class A Common Stock Sales Agreement, dated June 30, 2025, between the Company and TD Securities (USA) LLC. 
Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits
Exhibit No.Description
5.1
Opinion of Holland & Hart LLP
10.1
Class A Common Stock Sales Agreement, dated April 28, 2026, by and between the Company and Chardan Capital Markets, LLC
23.1Consent of Holland & Hart LLP (included in Exhibit 5.1 hereto)
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions. Forward-looking statements are based on management’s current expectations, beliefs and assumptions and on information currently available to us. Such statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to known and unknown risks, uncertainties and other important factors, including, without limitation, the risks referred to under the section “Risk Factors” in the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2025, as any such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at


www.sec.gov and the investor relations section of the Allbirds website at www.ir.allbirds.com. All forward-looking statements speak only as of the date of this Current Report on Form 8-K and, except as required by applicable law, we have no obligation to update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.


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: April 29, 2026
By:/s/ Joe Vernachio
Joe Vernachio
Chief Executive Officer




Source: View Original Filing on SEC EDGAR

FAQ

What did Allbirds (BIRD) announce regarding its Class A common stock sales?

Allbirds entered a new Class A Common Stock Sales Agreement with Chardan Capital Markets to sell shares through an at-the-market offering program, allowing periodic stock sales under its Form S-3 shelf registration and related prospectus supplement.

How will Chardan Capital Markets be compensated under the Allbirds ATM agreement?

Chardan will receive a commission rate of up to 3% of the aggregate gross proceeds from each sale of Allbirds’ ATM shares, and Allbirds will reimburse specified expenses related to the agreement, reflecting standard compensation for acting as sales agent or principal.

Can Allbirds stop selling shares under the new ATM program with Chardan?

Allbirds is not obligated to sell any ATM shares and may suspend sales at any time. Additionally, the Sales Agreement can be terminated by either Allbirds or Chardan on 10 days’ notice, or earlier under certain circumstances described in the agreement.

Which prior stock sales agreement did Allbirds terminate in connection with this new ATM?

Effective April 27, 2026, Allbirds terminated its prior Class A Common Stock Sales Agreement dated June 30, 2025, with TD Securities (USA) LLC. This termination was made in furtherance of entering the new Sales Agreement with Chardan Capital Markets for at-the-market offerings.

Under what registration statement are Allbirds’ new ATM shares being offered?

The ATM shares are being offered under Allbirds’ shelf registration statement on Form S-3, File No. 333-288434, filed June 30, 2025 and declared effective July 10, 2025, along with a prospectus supplement dated April 29, 2026 covering the ATM share offering.

What type of offering structure is Allbirds using in this new arrangement?

Allbirds is using an “at the market offering” structure as defined in Rule 415 under the Securities Act of 1933. Chardan, acting as sales agent or principal, may sell shares by any legally permitted method deemed an at-the-market transaction under that rule.

Filing Exhibits & Attachments

5 documents

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