STOCK TITAN
  1. Home
  2. Sec-filings
  3. BIRD
  4. [8-K] Allbirds, Inc. Reports Material Event

Allbirds notifies Nasdaq after director resignation; cure period begins

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

Rhea-AI Filing Summary

Allbirds, Inc. reported that on September 8, 2025 a director, Ms. Freeman, resigned, leaving the board without a majority of independent directors as defined under Nasdaq Listing Rule 5605(a)(2). The company notified the Nasdaq Global Select Market of the resulting non-compliance with Nasdaq Listing Rule 5605(b)(1). Nasdaq provides a cure period that allows the company to regain compliance before the earlier of one year from September 8, 2025 or the next annual meeting. The filing incorporates related information from Item 3.01 by reference.

Positive

  • Company notified Nasdaq promptly, formally starting the cure period
  • Cure period of one year (or by the next annual meeting) provides time to restore compliance

Negative

  • Board no longer has a majority of independent directors, creating Nasdaq rule non-compliance
  • Governance gap is material to listing status until independent director appointments occur

Insights

Board majority lost after a director resignation; a formal Nasdaq cure period applies.

The resignation of Ms. Freeman caused the board to fall below the majority-independent threshold under Nasdaq Listing Rule 5605(b)(1). That rule defines independence per Nasdaq Listing Rule 5605(a)(2) and is a listing requirement rather than a financial metric.

The company has a defined remediation window: regain compliance by the earlier of one year from September 8, 2025 or the next annual meeting. Monitor any subsequent director appointments or governance actions within that timeframe.

Regulatory process triggered; timely remediation reduces listing risk.

Notification to Nasdaq starts the formal cure period under Nasdaq Listing Rule 5605(b)(1)(A), which permits the company to restore compliance without immediate disciplinary action if remedial steps are completed within the allowed window.

Key near-term items are the appointment of independent directors before the one year deadline or ahead of the next annual meeting to avoid potential listing sanctions.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Understanding 8-K Material Events →
0001653909false00016539092025-04-232025-04-23



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): September 2, 2025


___________________________________
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.)
30 Hotaling Place
San Francisco, CA 94111
(Address of principal executive offices, including zip code)

(628) 225-4848
(Registrant’s telephone number, including area code)
___________________________________

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 2, 2025, Ann Freeman notified the Board of Directors (the “Board”) of Allbirds, Inc. (the “Company”) of her intention to resign from the Board, effective as of September 8, 2025, as Ms. Freeman will be assuming the position of President of Foot Locker, North America, following the completion of Foot Locker, Inc.’s merger with DICK’S Sporting Goods, Inc. Her resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

On September 8, 2025, the Company notified Nasdaq Global Select Market (“Nasdaq”) that, as a result of Ms. Freeman’s resignation, the Company was no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of the Board be comprised of “independent directors,” as that term is defined in Nasdaq Listing Rule 5605(a)(2). Nasdaq Listing Rule 5605(b)(1)(A) provides a cure period, which allows the Company to regain compliance before the earlier of one year from September 8, 2025 or the next annual meeting.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.




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: September 8, 2025
By:/s/ Joe Vernachio
Joe Vernachio
Chief Executive Officer




Source: View Original Filing on SEC EDGAR

FAQ

What happened to Allbirds (BIRD)'s board composition?

A director, Ms. Freeman, resigned, leaving the board without a majority of independent directors as defined under Nasdaq Listing Rule 5605(a)(2).

Has Allbirds (BIRD) told Nasdaq about the non-compliance?

Yes. The company notified the Nasdaq Global Select Market on September 8, 2025 that it was no longer in compliance with Nasdaq Listing Rule 5605(b)(1).

What is the timeline for Allbirds (BIRD) to regain compliance?

Nasdaq Listing Rule 5605(b)(1)(A) provides a cure period allowing the company to regain compliance before the earlier of one year from September 8, 2025 or the next annual meeting.

What actions can Allbirds (BIRD) take to regain compliance?

The company can appoint qualified independent directors to restore a majority of independent directors on the board within the cure period.

Does this filing include any financial results or transactions?

No. The filing reports a governance change and Nasdaq notification; it does not disclose earnings, transactions, or financial tables.