Smartbird CEO sells 36K shares to cover taxes

Smartbird’s CEO reported a non-discretionary sale of 36,315 shares to cover RSU-related taxes, retaining over 1.37 million shares.

Rhea-AI Filing Summary

Smartbird, Inc. (BIRD) reports that CEO and director Nadia Catherine Carlsten disposed of 36,315 shares of Class A common stock on September 2, 2026. According to the disclosure, the shares were sold solely to cover tax withholding obligations arising from the vesting and settlement of restricted stock units and are described as non-discretionary “sell to cover” transactions. After these sales, she directly holds 1,378,605 shares of Class A common stock.

Insider Trade Summary

Disposition: 36,315 shares

Disposition 1 txn

Insider Carlsten Nadia Catherine

Role CEO

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock F1, F2	36,315	$2.44	$89K

Holdings After Transaction: Class A Common Stock — 1,378,605 shares (Direct)

Footnotes (2)

1. F1. 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. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.42 to $2.47, 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.

Key Figures

Shares disposed: 36,315 shares Weighted average sale price: $2.44 per share Sale price range: $2.42–$2.47 per share +1 more

4 metrics

Shares disposed 36,315 shares Shares of Class A Common Stock sold on September 2, 2026

Weighted average sale price $2.44 per share Weighted average for multiple transactions on September 2, 2026

Sale price range $2.42–$2.47 per share Range of prices for the multiple sale transactions

Shares held after transaction 1,378,605 shares Direct holdings of CEO after the reported sales

Key Terms

sell to cover, weighted average price, restricted stock units, tax withholding obligations

4 terms

sell to cover financial

"to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock units financial

"in connection with the vesting and settlement of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"sold ... to cover tax withholding obligations in connection with the vesting"

FAQ

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

What insider transaction did Smartbird (BIRD) report for its CEO?

Smartbird reported that CEO and director Nadia Catherine Carlsten disposed of 36,315 shares of Class A common stock on September 2, 2026, in connection with tax withholding for vesting restricted stock units, leaving her with 1,378,605 shares directly held.

Why did the Smartbird (BIRD) CEO’s 36,315-share sale occur?

The filing states the 36,315 shares were sold to cover tax withholding obligations tied to the vesting and settlement of restricted stock units. It describes these as “sell to cover” transactions that do not represent discretionary trades by the CEO.

At what prices were the Smartbird (BIRD) CEO’s shares sold?

The reported weighted average sale price was $2.44 per share. The shares were sold in multiple transactions at prices ranging from $2.42 to $2.47 per share, inclusive, according to the disclosure footnote.

How many Smartbird (BIRD) shares does the CEO hold after this Form 4 transaction?

After the reported tax-related sales, CEO Nadia Catherine Carlsten directly holds 1,378,605 shares of Smartbird Class A common stock, as stated in the post-transaction holdings column of the Form 4.

Was the Smartbird (BIRD) CEO’s sale under a Rule 10b5-1 trading plan?

No Rule 10b5-1 trading plan is indicated. The document-level 10b5-1 checkbox is not marked as being made under such a plan, and the footnotes describe the sales as tax-withholding “sell to cover” transactions.

What type of security was involved in the Smartbird (BIRD) CEO’s Form 4 filing?

The transaction involved Class A Common Stock of Smartbird, Inc. The sales were linked to the vesting and settlement of underlying restricted stock units held by the CEO.

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

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Available on EDGAR 09/03/2026 - 04:04 PM EDT Accepted by SEC EDGAR 09/03/2026 - 04:02 PM EDT Learn about SEC filing dates

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^*

Carlsten Nadia Catherine

(Last) (First) (Middle)

C/O ALLBIRDS, INC.

1875 MISSION STREET, SUITE 130

(Street)

SAN FRANCISCO CALIFORNIA 94103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Smartbird, 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)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026

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

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

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

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	09/02/2026		D(1)		36,315	D	$2.44(2)	1,378,605	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 $2.42 to $2.47, 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.

	/s/ Ann Mitchell	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)