Allbirds, Inc. filings document the public-company record for a Delaware public benefit corporation whose Class A common stock trades on Nasdaq under BIRD. Recent disclosures include 8-K material-event reports, operating and financial results, business highlights, and announcements tied to the company’s retail footprint and channel strategy.
The filing record also covers material agreements, shareholder voting matters, governance disclosures and capital-structure actions. These include at-the-market Class A common stock sales under a shelf registration statement, senior secured convertible-note financing, related proxy solicitation materials, Nasdaq share-issuance matters and amendments to material-event reports.
Smartbird, Inc. is calling a virtual 2026 annual stockholders meeting on September 30, 2026 to vote on five proposals. Stockholders will elect two new Class II directors, Daniel Kasun and Elizabeth Mora, to terms ending in 2029, alongside three continuing directors whose terms extend beyond 2026.
Stockholders are asked to approve an amendment to the 2021 Equity Incentive Plan adding 3,500,000 Class A shares for awards. The company reports a three-year average equity grant burn rate of 5.3% and that total potential equity overhang would rise to 55.3% of outstanding common shares if the amendment is approved.
Investors will also vote on approving, for Nasdaq Listing Rule 5635(d) purposes, the issuance of more than 19.99% of Class A common stock upon conversion of certain Convertible Notes, ratifying BPM LLP as auditor for 2026, and authorizing potential adjournments to solicit additional proxies. Class A carries one vote per share and Class B ten votes per share, voting together as a single class.
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.
FMR LLC filed an amended Schedule 13G reporting beneficial ownership of 720,365 shares of Allbirds, Inc. Class A common stock. This represents 11.5% of the class. FMR LLC has sole voting and sole dispositive power over 720,365 shares and no shared voting or dispositive power. Abigail P. Johnson is reported as having sole dispositive power over the same 720,365 shares but no voting power. The filing states that one or more other persons have rights to receive dividends or sale proceeds from these shares, but no such person has more than 5% of the outstanding Class A common stock. The ownership is reported on behalf of FMR LLC and relevant subsidiaries identified in an attached exhibit.
Smartbird, Inc. is asking stockholders to vote at its 2026 virtual annual meeting on five items: electing two new Class II directors, amending the 2021 Equity Incentive Plan to increase shares available, approving potential issuance of more than 19.99% of Class A common stock upon conversion of certain convertible notes to comply with Nasdaq Listing Rule 5635(d), ratifying BPM LLP as independent auditor for 2026, and authorizing possible adjournments to solicit additional proxies.
The company uses a dual-class structure, with each share of Class A common stock entitled to one vote and each share of Class B common stock entitled to ten votes, voting together as a single class. The board has five members and is majority independent, with Lily Yan Hughes serving as independent chair. The proxy also outlines committee structures, director qualifications, non-employee director cash and equity compensation, and the mechanics of the 2021 Equity Incentive Plan, including prior equity grant practices and non-employee director award limits.
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. Chief Executive Officer Nadia Catherine Carlsten reported an open-market sale of 117,459 shares of Class A Common Stock. The shares were sold at an average price of $4.2111 per share.
According to the footnote, these sales were made solely to cover tax withholding obligations arising from the vesting and settlement of restricted stock units under a “sell to cover” arrangement and are described as non-discretionary. Following the transaction, Carlsten directly holds 1,414,920 shares of Class A Common Stock.
Smartbird, Inc.’s Chief Financial Officer Ann Mitchell reported a grant of 766,190 shares of Class A common stock in the form of restricted stock units (RSUs). The RSUs have no cash exercise price and each unit represents the right to receive one share upon settlement.
According to the award terms, 1/12 of the RSUs vest on the three-month anniversary of the Vesting Commencement Date, with an additional 1/12 vesting quarterly thereafter, all subject to her Continuous Service under the company’s 2021 Plan. Following this grant, she directly holds 842,378 shares.
Hughes Lily Yan reported acquisition or exercise transactions in this Form 4 filing.
Smartbird, Inc. director Lily Yan Hughes received a grant of 125,000 restricted stock units (RSUs) tied to the company’s Class A Common Stock. The RSUs were awarded at no cash cost and each RSU represents a right to one share upon settlement.
According to the vesting schedule, 1/12 of the RSUs vests on the three‑month anniversary of the Vesting Commencement Date, with an additional 1/12 vesting quarterly thereafter, as long as she maintains Continuous Service under the 2021 Plan. Following this grant, she directly holds 147,222 shares of Class A Common Stock.