Smartbird delays Q2 report after footwear asset sale

Smartbird, Inc. (formerly Allbirds, Inc.) notified that it will file its Form 10-Q for the quarter ended June 30, 2026 late.

Rhea-AI Filing Summary

Smartbird, Inc. (formerly Allbirds, Inc.) notified that it will file its Form 10-Q for the quarter ended June 30, 2026 late. The company sold the assets and liabilities of its historical footwear business on June 9, 2026 under an asset purchase agreement and needs additional time to confirm the related accounting.

The company expects this Asset Sale to qualify as a “strategic shift” under ASC 205-20, requiring discontinued operations presentation and adjustments to prior-period amounts. Smartbird states it expects to file the Form 10-Q no later than the fifth calendar day after the original due date of August 14, 2026, and anticipates a significant change in results of operations because of the discontinued operations treatment.

Key Figures

Quarter Ended: June 30, 2026 Original 10-Q Due Date: August 14, 2026 Asset Sale Date: June 9, 2026 +1 more

4 metrics

Quarter Ended June 30, 2026 Period covered by the delayed Form 10-Q (Q2 2026)

Original 10-Q Due Date August 14, 2026 Prescribed due date for the Q2 2026 Form 10-Q

Asset Sale Date June 9, 2026 Date Smartbird sold assets and liabilities of its historical footwear business

Filing Extension Length 5 days Company expects to file the Form 10-Q within the fifth calendar day after the due date

Key Terms

discontinued operations, strategic shift, ASC 205-20, Asset Sale

4 terms

discontinued operations financial

"will require discontinued operations reporting, as the historical footwear business"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

strategic shift financial

"expect the Asset Sale transaction will qualify as a “strategic shift” under"

ASC 205-20 financial

"under ASC 205-20, “Presenting Discontinued Operations,” which will require"

A U.S. accounting standard that sets the rules for when a company must report a major part of its business as a "discontinued operation" and how to show the related results on financial statements. It matters to investors because labeling a business as discontinued separates past performance and any one-time gains or losses from ongoing operations, much like pulling a movie clip out of a long film so viewers can judge the remaining story more clearly, improving comparability and decision-making.

Asset Sale financial

"sold the assets and liabilities associated with the Company's historical footwear business (the “Asset Sale”)."

An asset sale is when a company sells specific pieces of its business—such as equipment, real estate, product lines, or patents—rather than selling ownership shares. Like selling a car from a household to raise cash without moving out of the house, an asset sale can provide funds, reduce costs, or signal a change in strategy; investors watch it because it directly affects a company’s cash, future revenue potential, and balance sheet strength.

FAQ

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

Why did Smartbird, Inc. (BIRD) file a Form 12b-25 for its Q2 2026 10-Q?

Smartbird filed a Form 12b-25 because it could not complete its Q2 2026 Form 10-Q on time. The company needs more time to review and confirm the accounting treatment for its June 9, 2026 Asset Sale of its historical footwear business.

When does Smartbird, Inc. (BIRD) expect to file its delayed Q2 2026 Form 10-Q?

Smartbird expects to file the Q2 2026 Form 10-Q within the five-day extension period. It states the filing will be made no later than the fifth calendar day following the original due date of August 14, 2026.

What major transaction is affecting Smartbird, Inc. (BIRD)’s Q2 2026 financial reporting?

Smartbird completed an Asset Sale on June 9, 2026, selling the assets and liabilities of its historical footwear business under an asset purchase agreement. The accounting for this transaction is the reason for the delayed Q2 2026 Form 10-Q.

How will the Asset Sale impact Smartbird, Inc. (BIRD)’s Q2 2026 results of operations?

Smartbird anticipates a significant change in results of operations in the Q2 2026 report. It expects the Asset Sale to be a “strategic shift” requiring discontinued operations reporting and adjustments to prior-period amounts under ASC 205-20.

What accounting treatment does Smartbird, Inc. (BIRD) expect for its historical footwear business after the Asset Sale?

Smartbird expects the Asset Sale to be reported as discontinued operations. It anticipates the transaction will qualify as a “strategic shift” under ASC 205-20, leading to discontinued operations presentation and restatement of prior-period amounts as discontinued.

Did Smartbird, Inc. (BIRD) indicate prior filing issues in the last 12 months?

Smartbird stated that all other required periodic reports in the preceding 12 months have been filed. The late Q2 2026 Form 10-Q appears to be a specific issue tied to the Asset Sale accounting review.

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

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Available on EDGAR 08/17/2026 - 06:00 AM EDT Accepted by SEC EDGAR 08/14/2026 - 05:34 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☐	Form 10-K	☐	Form 20-F	☐	Form 11-K
	☒	Form 10-Q	☐	Form 10-D	☐	Form N-CEN	☐	Form N-CSR

For Period Ended: June 30, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _______________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Smartbird, Inc.

Full Name of Registrant

Allbirds, Inc.

Former Name if Applicable

425 Page Mill Road, Suite 200

Address of Principal Executive Office (Street and Number)

Palo Alto, CA 94306

City, State, Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

Smartbird, Inc., a Delaware corporation (the “Company”), was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q (“Form 10-Q”) for the quarter period ended June 30, 2026 (“Q2 2026”), on or prior to its original due date, August 14, 2026, for the reason set forth below.

On June 9, 2026, pursuant to an asset purchase agreement, the Company sold the assets and liabilities associated with the Company's historical footwear business (the “Asset Sale”). The Company requires additional time to review and confirm the accounting treatment for its Asset Sale. The Company expects and intends that this process will be completed in time for the Company to file the Form 10-Q no later than the fifth calendar day following the prescribed due date. 

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Ann Mitchell		628		225-4848
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

We expect the Asset Sale transaction will qualify as a “strategic shift” under ASC 205-20, “Presenting Discontinued Operations,” which will require discontinued operations reporting, as the historical footwear business constituted a significant business line for the Company. We expect this will result in the adjustment of prior period amounts reported to reflect discontinued operations.

Smartbird, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	August 17, 2026		By:	/s/ Ann Mitchell
				Name: Ann Mitchell Title: Chief Financial Officer