Allbirds amends credit facility, adds term loans

Allbirds, Inc. entered into a Third Amendment to its Credit Agreement with Second Avenue Capital Partners and other lenders.

Rhea-AI Filing Summary

Allbirds, Inc. entered into a Third Amendment to its Credit Agreement with Second Avenue Capital Partners and other lenders. The amendment reduces the company’s revolving credit commitments from $50 million to $44.2 million and adds two new term loan tranches. Term Loan A has a maximum commitment of $3,300,000 and Term Loan B has a maximum commitment of $2,500,000. These changes, collectively called the Subject Amendments, become effective only after customary conditions precedent and certain conditions subsequent are satisfied.

Insights

Credit and capital structure analyst

Allbirds reshapes its credit facility, trimming revolver capacity and adding modest term loans.

Allbirds amended its existing credit agreement, cutting revolving commitments from $50 million to $44.2 million while adding Term Loan A of up to $3.3 million and Term Loan B of up to $2.5 million. The structure still centers on a revolving facility but with added term debt components.

The amendment’s effectiveness depends on customary conditions precedent and certain conditions subsequent, so timing and final terms hinge on satisfying those requirements. Overall, the scale of the adjustments is relatively small, suggesting an incremental refinement of liquidity rather than a transformational capital change.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Revolving commitments after amendment: $44.2 million Prior revolving commitments: $50 million Term Loan A maximum commitment: $3,300,000 +3 more

6 metrics

Revolving commitments after amendment $44.2 million Maximum revolving commitments under Amended Credit Agreement

Prior revolving commitments $50 million Revolving commitments before Third Amendment to Credit Agreement

Term Loan A maximum commitment $3,300,000 New Term Loan A Loan under Third Amendment

Term Loan B maximum commitment $2,500,000 New Term Loan B Loan under Third Amendment

Credit Agreement original date June 30, 2025 Date of original Credit Agreement before amendments

Third Amendment date May 26, 2026 Date of Third Amendment to Credit Agreement

Key Terms

Third Amendment to Credit Agreement, Revolving Commitments, Term Loan A Loan, Term Loan B Loan, +2 more

6 terms

Third Amendment to Credit Agreement financial

"entered into a Third Amendment to Credit Agreement (the “Third Amendment to Credit Agreement”)"

Revolving Commitments financial

"reduces the Revolving Commitments from $50 million to $44.2 million"

Term Loan A Loan financial

"provides two new tranches of debt as the Term Loan A Loan, in the maximum commitment amount of $3,300,000"

Term Loan B Loan financial

"and Term Loan B Loan, in the maximum commitment amount of $2,500,000"

conditions precedent regulatory

"The effectiveness of the Subject Amendments is subject to customary conditions precedent"

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What credit agreement change did Allbirds (BIRD) disclose in this 8-K?

Allbirds disclosed a Third Amendment to its Credit Agreement. The amendment reduces revolving commitments and adds two new term loan tranches, modestly reshaping the company’s available debt structure while keeping the same lender group and agent in place.

How did Allbirds’ revolving credit commitments change under the amendment?

The revolving commitments were reduced from $50 million to $44.2 million. This lowers the maximum borrowing capacity under the revolving portion of the facility while maintaining access to additional liquidity through the newly added term loan tranches.

What are the sizes of Allbirds’ new Term Loan A and Term Loan B?

The amendment adds a Term Loan A with a maximum commitment of $3,300,000 and a Term Loan B with a maximum commitment of $2,500,000. Together, these tranches provide up to $5.8 million of additional term debt capacity.

Who is the administrative agent under Allbirds’ amended credit facility?

Second Avenue Capital Partners LLC acts as Administrative Agent and Collateral Agent. It serves in these roles for the lenders under the Amended Credit Agreement, coordinating administration of the facility and holding collateral on behalf of participating lenders.

When do the amended credit terms for Allbirds become effective?

The Subject Amendments become effective only after customary conditions precedent and certain conditions subsequent are satisfied. These conditions are typical for loan amendments and must be met before Allbirds can fully rely on the revised credit terms.

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

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Accepted by SEC EDGAR 05/28/2026 - 05:03 PM EDT Learn about SEC filing dates

0001653909false00016539092026-05-262026-05-26

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): May 26, 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 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 1.01     Entry into a Material Definitive Agreement.

Entry into Asset Purchase Agreement

On May 26, 2026, Allbirds, Inc., a Delaware public benefit corporation (the “Company”), Allbirds International, Inc., a Delaware corporation (the “Guarantor”), the Lenders party thereto, and Second Avenue Capital Partners LLC, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”) entered into a Third Amendment to Credit Agreement (the “Third Amendment to Credit Agreement”), which Third Amendment to Credit Agreement amends that certain Credit Agreement dated as of June 30, 2025 (as amended by that certain Consent and First Amendment to Credit Agreement, dated as of March 29, 2026 and that certain Second Amendment to Credit Agreement and Other Loan Documents, dated as of April 19, 2026, the “Existing Credit Agreement,” and as further amended by the Third Amendment to Credit Agreement, the “Amended Credit Agreement”), by and among the Company, the Guarantor, the other Persons from time to time party thereto as “Guarantors,” the Lenders party thereto, and the Agent. Capitalized terms used but not defined have the respective meanings ascribed to such terms in the Amended Credit Agreement.

The Third Amendment to Credit Agreement, among other things, (i) reduces the Revolving Commitments from $50 million to $44.2 million; and (ii) provides two new tranches of debt as the Term Loan A Loan, in the maximum commitment amount of $3,300,000, and Term Loan B Loan, in the maximum commitment amount of $2,500,000 (collectively, the “Subject Amendments”). The effectiveness of the Subject Amendments is subject to customary conditions precedent and certain conditions subsequent.

The foregoing description of the Third Amendment to Credit 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.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Third Amendment to Credit Agreement in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.			Description
10.1			Third Amendment to Credit Agreement, dated as of May 26, 2026, by and between Allbirds, Inc., Allbirds International, Inc., the Lenders party thereto, and Second Avenue Capital Partners LLC
104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

*Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the SEC upon request.

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: May 28, 2026
			By:			/s/ Joe Vernachio
						Joe Vernachio
						Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 41.8 KB

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