Smartbird, Inc. 8-K Filings

Smartbird, Inc. (BIRD) reported that CEO Nadia Carlsten issued a shareholder letter outlining the company’s post-transition strategy following the sale of its former Allbirds footwear assets, a name change, new leadership, and a full pivot to AI infrastructure. Smartbird plans to provide dedicated, managed AI infrastructure for enterprises that need more control over performance, cost, security, and data location than standardized hyperscale cloud platforms typically offer. The company cites access to over $200 million of capital through cash and cash equivalents, a convertible financing facility, and an ATM program as of June 30, 2026, and emphasizes disciplined capital allocation tied to specific customer demand. The letter also notes that the Q2 2026 report includes results of discontinued retail operations and sets out operating principles focused on customer-centric design, technical depth, sustainable unit economics, and building a small, expert AI infrastructure team.

Smartbird, Inc. declared a special cash dividend of $0.31 per share of common stock on August 6, 2026. The dividend will be paid to stockholders of record as of June 25, 2026, with an anticipated payment date of August 20, 2026. The dividend is payable from proceeds of the sale of the Company’s footwear business. The Company also states that, after completing transitional and post-closing matters related to that sale, it may determine to pay an additional dividend, limited to any remaining net proceeds from the sale.

Smartbird, Inc. reports that its Audit Committee dismissed Deloitte & Touche LLP as independent registered public accounting firm on July 28, 2026, and approved the engagement of BPM LLP as auditor for the fiscal year ending December 31, 2026, following a competitive request-for-proposal process.

Deloitte’s audit reports on Smartbird’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications. The company states there were no disagreements and no reportable events with Deloitte during those periods or through July 28, 2026. Deloitte’s confirming letter is included as Exhibit 16.1.

Smartbird, Inc. reported that board member Ravi Thanawala has notified the Board of his intention to resign as a director. He is leaving to assume the position of CFO at American Eagle Outfitters, Inc. His resignation will be effective July 14, 2026 to allow an orderly transition.

The company states that his decision to resign is not due to any disagreement with Smartbird on operations, policies, or practices. The filing focuses solely on this governance change and does not include financial or operating results.

Smartbird, Inc., formerly Allbirds, Inc., announced a major strategic reset combining leadership changes, new financing and a completed business pivot into AI infrastructure. The company has sold the Allbirds brand and footwear assets and now operates as an AI infrastructure provider while keeping the Nasdaq ticker “BIRD.”

The company amended its securities purchase agreement to add $50.0 million of senior secured convertible notes, bringing the aggregate original principal amount to up to $100.0 million, with the increased portion convertible at $4.00 per share. This expanded capital base is intended to support its AI infrastructure strategy.

The board appointed Nadia Carlsten as president, chief executive officer, secretary and director effective June 18, 2026, granting her an inducement RSU award of 1,532,379 RSUs, including 255,397 shares vesting immediately and the rest in 16 quarterly installments. Joe Vernachio will resign on June 19, 2026. The board also named independent director Lily Yan Hughes as chairperson with a 125,000 RSU grant, and increased compensation and granted 766,190 RSUs to chief financial officer Ann (Annie) Mitchell. The company filed a certificate of amendment to change its name to Smartbird, Inc. and remove public benefit corporation references, and adopted amended and restated bylaws.

Allbirds, Inc. has completed the sale of its footwear-related assets to Allbirds IP LLC, an affiliate of American Exchange Group. At closing, the company received $40.7 million in cash, including the release of $2.0 million previously held as a deposit.

Of the purchase price, $3.0 million was placed into an escrow fund to cover any negative purchase price adjustments and certain surviving representation claims for 60 days after closing. Allbirds plans a special cash dividend from a portion of the sale proceeds, with a record date of June 25, 2026 and payment to stockholders within 60 days of that date.

Allbirds, Inc. expanded its at-the-market stock offering program by registering an additional aggregate amount of up to $48,100,000 of Class A common stock under its existing Sales Agreement with Chardan Capital Markets LLC. This program allows Chardan, acting as sales agent or principal, to sell shares from time to time using methods permitted for at-the-market offerings under Rule 415. The company filed a prospectus supplement under its Registration Statement on Form S-3 to cover these additional shares and filed a supporting legal opinion and related consent as exhibits.

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.

Allbirds, Inc. held a Special Meeting of Stockholders on June 3, 2026 where stockholders approved several major corporate actions. They approved the sale of the company’s Purchased Assets under an Asset Purchase Agreement with Allbirds IP LLC, effectively authorizing a significant asset sale.

Stockholders also approved an amendment to the company’s Certificate of Incorporation, providing flexibility to align its charter with the planned transaction structure. In addition, they approved issuing Class A common stock representing more than 19.99% upon conversion of certain Convertible Notes, satisfying Nasdaq Listing Rule 5635(d), and backed a proposal allowing adjournments of the meeting if extra time for proxy solicitation was needed.

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.

Allbirds, Inc. reported a leadership change, as co-founder and director Joseph Zwillinger resigned from the Board of Directors effective May 18, 2026.

The company stated that his resignation was not due to any disagreement with Allbirds regarding its operations, policies, or practices, indicating an orderly board transition rather than a dispute-driven departure.

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.

Allbirds, Inc. released unaudited preliminary results for the quarter ended March 31, 2026. The company expects net revenue of $22,321 (dollars in thousands), cost of revenue of $16,113, and gross profit of $6,208, implying a gross margin of 27.8%.

Operating expense is estimated at $27,112, leading to a preliminary net loss of $19,589 and adjusted EBITDA of $(16,067) (all dollars in thousands). As of March 31, 2026, Allbirds had cash and cash equivalents of $14.4 million. Management emphasizes these figures are preliminary, unaudited, and subject to change as quarter-end procedures are completed.

Allbirds, Inc. has entered into a senior secured convertible note facility of up to $50 million with an institutional investor to fund a strategic pivot from its loss-making footwear business into AI compute infrastructure. The initial $5.25 million of notes is committed, with the remaining $44.75 million issuable solely at the investor’s option. The notes bear 12.0% interest, mature two years after issuance, include a 5% original issue discount, and are convertible into Class A common stock at formula-based prices subject to ownership caps of 4.99% or 9.99%. Proceeds are expected to be used by a new subsidiary, NewBird AI, LLC, to acquire GPU-based “Electronics Assets,” including current-generation NVIDIA Blackwell server equipment that will be leased for about $2.75 million over three years to a QumulusAI, Inc. subsidiary. In parallel, Allbirds has agreed to sell substantially all of its footwear assets for an expected $35–$36.2 million in net proceeds and plans to rebrand as “NewBird AI,” pursue a capital-intensive, highly speculative Electronics Infrastructure Business, and potentially pay a special dividend, while warning that failure to close the asset sale or secure additional funding beyond the initial tranche could leave the company without sufficient cash and may ultimately lead to dissolution.

Allbirds, Inc. has strengthened support for its previously announced asset sale to Allbirds IP LLC by signing Support Agreements on April 8, 2026 with stockholders holding approximately 71% of voting power as of February 28, 2026. These holders include entities affiliated with Maveron, as well as directors Joey Zwillinger, Tim Brown, and Dick Boyce.

Under these agreements, the parties committed to vote all of their common shares in line with the Board’s recommendations on all proposals at an upcoming special stockholder meeting, including approval of the asset sale and related matters. Allbirds plans to file and mail a proxy statement to stockholders, and highlights that the asset sale remains subject to closing conditions, stockholder approval, and other risks described in its SEC filings.

Allbirds, Inc. agreed to sell substantially all of its assets, including its intellectual property, inventory, contracts and related goodwill, to Allbirds IP LLC, an affiliate of American Exchange Group, for $39 million in cash, subject to purchase price adjustments. The transaction was approved by a special board committee and unanimously by the full board and still requires stockholder approval.

Following closing of the asset sale, the company plans to dissolve, wind up its affairs and distribute any remaining net proceeds to stockholders under a board-approved Certificate of Dissolution and Plan of Distribution. Allbirds also amended its credit agreement to obtain lender consent to the sale and adjust liquidity and covenant terms.

Allbirds, Inc. reported that it will close its remaining full-price retail stores in the United States by the end of February 2026. The company stated it will continue to operate two outlet stores in the United States and two full-price stores in London.

Allbirds, Inc. (BIRD) furnished quarterly results via an 8-K, stating it reported financial results and business highlights for the quarter ended September 30, 2025. The earnings press release is attached as Exhibit 99.1.

The information under Item 2.02 is being furnished and is not deemed filed under the Exchange Act, and it is incorporated by reference only if specifically referenced in future filings.

Allbirds (BIRD) appointed Lily Yan Hughes to its board of directors, effective October 31, 2025. She will serve as a Class I director and stand for reelection at the 2028 annual meeting.

Hughes joins the Sustainability, Nomination and Governance Committee and the Management Compensation and Leadership Committee, and will chair the Sustainability, Nomination and Governance Committee. On her start date, she received an initial restricted stock unit award with a grant date fair value of $200,000 under the 2021 Equity Incentive Plan, vesting under the company’s Non‑Employee Director Compensation Policy. She will also receive standard cash retainers and has executed the company’s standard indemnification agreement. The company disclosed no related‑party relationships.

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.