Allbirds Form 4: CEO Vernachio Sells Shares for RSU Tax Withholding

Rhea-AI Filing Summary

Allbirds, Inc. (BIRD) reporting person Joseph Vernachio, who is identified as both a Director and Chief Executive Officer, sold shares on 09/03/2025 to satisfy tax withholding related to the vesting and settlement of restricted stock units. The Form 4 shows a reported sale of 3,666 shares of Class A common stock at a weighted average price of $6.37 per share (individual transaction prices ranged from $6.32 to $6.38). After the reported disposition, the reporting person beneficially owned 94,366 shares. The filing states the sales were "sell to cover" transactions to satisfy tax withholding obligations and were not discretionary trades by the reporting person.

Insights

Corporate Governance Expert

TL;DR: Routine "sell to cover" by CEO to satisfy tax withholding; procedural, not a discretionary sale, so limited governance concern.

The Form 4 discloses a modest, administrative share sale tied to RSU vesting rather than an open-market decision to reduce exposure. Such transactions are common when executives receive equity compensation and generally indicate normal compensation mechanics rather than a change in confidence. The report is complete in noting price range, number of shares sold, post-transaction holdings, and the non-discretionary nature of the sales. No other governance issues or related-party transactions are disclosed in this filing.

Securities Analyst

TL;DR: Small insider sale (3,666 shares) at ~$6.37 weighted average; routine tax-covering transaction with limited market impact.

The transaction size and purpose—covering tax withholding for RSU settlement—suggest minimal informational content about the CEO's view on the company’s valuation. The filing provides the weighted average price and the price range, which aids transparency. Post-sale beneficial ownership of 94,366 shares is disclosed, allowing investors to track insider ownership levels. Absent larger or repeated sales, this single administrative disposition is unlikely to alter investor assumptions materially.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vernachio Joseph

(Last) (First) (Middle)

C/O ALLBIRDS, INC.

30 HOTALING PLACE

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Allbirds, Inc. [ BIRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/03/2025		S(1)		3,666	D	$6.37(2)	94,366	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary transactions by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.32 to $6.38, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

Remarks:

	/s/ Christos Yatrakis, Attorney-in-Fact	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Allbirds insider Joseph Vernachio disclose on Form 4 (BIRD)?

The filing shows Joseph Vernachio sold 3,666 Class A shares on 09/03/2025 to cover tax withholding tied to RSU vesting.

At what price were the shares sold in the Allbirds Form 4?

The shares were sold at a weighted average price of $6.37, with individual transactions ranging from $6.32 to $6.38.

How many Allbirds shares does the reporting person own after the sale?

After the reported transaction, the reporting person beneficially owned 94,366 shares.

Why were the shares sold according to the Form 4?

The filing states the sales were performed to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units and were not discretionary trades.

Does the Form 4 indicate any discretionary insider selling by the CEO of Allbirds?

No; the Form 4 explicitly states the sales were to fund tax withholding for RSU settlement and did not represent discretionary transactions by the reporting person.