PREM14A

PREM14A 1 d39753dprem14a.htm PREM14A PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

Allbirds, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

☐	No fee required.

☐	Fee paid previously with preliminary materials.

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

LOGO

ALLBIRDS, INC.

530 Washington St.

San Francisco, CA 94111

Notice of Special Meeting of Stockholders

To Be Held on May 18, 2026

Dear Stockholder:

You are cordially invited to attend a virtual special meeting of stockholders (the “Special Meeting”) of Allbirds, Inc., a Delaware public benefit corporation (the “Company,” “ALLBIRDS,” “we,” “us,” or “our”), to be held on May 18, 2026, at 12:00 p.m. Pacific Time.

The Special Meeting will be held through a live audio-only webcast meeting format at www.virtualshareholdermeeting.com/BIRD2026SM. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before the start of the meeting to ensure you are logged in when the Special Meeting starts. You will not be able to attend the Special Meeting in person.

The Special Meeting will be held for the following purposes:

To approve the sale of the Purchased Assets of the Company (the “Asset Sale”) pursuant to the Asset Purchase Agreement dated March 29, 2026 (as it may be amended from time to time, the “Asset Purchase Agreement”), by and between Allbirds, Inc. and Allbirds IP LLC (the “Asset Sale Proposal”).

To approve an amendment to our Ninth Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) (the “Charter Amendment Proposal”).

To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Class A common stock representing more than 19.99% upon the conversion of certain Convertible Notes (the “Nasdaq Proposal”).

To approve the liquidation and dissolution of the Company (the “Dissolution”) and the Plan of Dissolution (as it may be amended from time to time, the “Plan of Dissolution”), which, if approved, will authorize the Company to dissolve and liquidate as described in the Plan of Dissolution, or to abandon the Dissolution (the “Dissolution Proposal”).

To approve one or more adjournments of the Special Meeting from time to time, if necessary, to solicit additional proxies in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the proposals presented at the meeting (the “Adjournment Proposal”).

These items of business, which we refer to collectively as the “proposals” are more fully described in the proxy statement accompanying this notice. The record date for the Special Meeting is April 13, 2026. Only stockholders of record at the close of business on that date are entitled to notice of and may vote at the Special Meeting or any adjournment thereof.

The enclosed proxy statement provides you with detailed information about the Special Meeting and the proposed transactions. In particular, please review the matters referred to under “Risk Factors” starting on page 14 for a discussion of the risks related to the proposals set forth herein. We encourage you to read the proxy statement and all annexes thereto carefully and in their entirety. You may also obtain additional information about us from documents we have filed with the Securities and Exchange Commission, which are available without charge through the Securities and Exchange Commission’s website at www.sec.gov.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to virtually attend the Special Meeting, we ask that you promptly sign, date and return the enclosed proxy card in the envelope provided, or submit your proxy by telephone or over the internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card. Even if you have voted by proxy, you may still vote online if you attend the Special Meeting. Please note, however, that if your shares are held on your behalf by a brokerage firm, bank, or other agent and you wish to vote at the Special Meeting, you may need to obtain a proxy issued in your name from that record holder. Please contact your broker, bank, or other agent for information about specific requirements if you would like to vote your shares at the Special Meeting.

The Company’s Board has unanimously approved each of the proposals set forth herein, in each case as being in the best interests of the Company and its stockholders. The Board recommends that you vote “FOR” the Asset Sale Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Nasdaq Proposal, “FOR” the Dissolution Proposal and “FOR” the Adjournment Proposal.

By Order of the Board of Directors,

/s/ Joe Vernachio

Joe Vernachio

President, Chief Executive Officer, and

Secretary

San Francisco, California

, 2026

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the proposals set forth herein, passed upon the merits of such proposals or passed upon the adequacy or accuracy of the information contained in this proxy statement and any documents incorporated by reference. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated , 2026, and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about such date.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on May 18, 2026 at 12:00 p.m. Pacific Time.

The Proxy Statement is available at www.proxyvote.com.

TABLE OF CONTENTS


	Page
PROXY STATEMENT		1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING		5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		12
RISK FACTORS		14
SUMMARY		20
THE ASSET SALE PROPOSAL (PROPOSAL NO. 1)		21
THE ASSET PURCHASE AGREEMENT		45
THE CHARTER AMENDMENT PROPOSAL (PROPOSAL NO. 2)		52
THE NASDAQ PROPOSAL (PROPOSAL NO. 3)		57
THE DISSOLUTION PROPOSAL (PROPOSAL NO. 4)		66
THE ADJOURNMENT PROPOSAL (PROPOSAL NO. 5)		72
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO ALLBIRDS STOCKHOLDERS		73
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		80
ADDITIONAL INFORMATION		82
MISCELLANEOUS		84
WHERE YOU CAN FIND ADDITIONAL INFORMATION		84
INCORPORATION BY REFERENCE		84
OTHER MATTERS		86
Annex A ASSET PURCHASE AGREEMENT		A-1
Annex B KROLL OPINION		B-1
Annex C CERTIFICATE OF AMENDMENT		C-1
Annex D PLAN OF DISSOLUTION		D-1

ALLBIRDS, INC.

530 Washington St.

San Francisco, CA 94111

PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY ON MAY 18, 2026

We are providing you with these proxy materials because the Board of Directors of Allbirds, Inc. (the “Board” or the “Board of Directors”) is soliciting your proxy to vote at the special meeting of stockholders of Allbirds, Inc., a Delaware public benefit corporation (the “Company”), and any postponements, adjournments or continuations thereof (the “Special Meeting”).

This proxy statement contains important information for you to consider when deciding how to vote on the proposals for which we are soliciting proxies. Please read it carefully.

The proxy materials, including this proxy statement, are being distributed and made available on or about ____________, 2026. As used in this Proxy Statement, references to “we,” “us,” “our,” “Allbirds,” and the “Company” refer to Allbirds, Inc. and its subsidiaries.

Date, Time and Place

The Special Meeting will be held in a virtual-only format at www.virtualshareholdermeeting.com/BIRD2026SM at 12:00 p.m. Pacific Time on May 18, 2026.

You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to vote your shares. Instead you may simply follow the instructions below to submit your proxy.

Summary

As described in these proxy materials, we have entered into the Asset Purchase Agreement (as defined herein) to sell the Purchased Assets of the Company, which relate to our existing footwear business and represent a significant amount of our assets. We have been operating these footwear assets at a material loss and do not believe that continuing to operate these footwear assets is sustainable or beneficial to our stockholders. Following the closing of the Asset Sale, the Buyer in the Asset Sale will own the “Allbirds” tradename and all related intellectual property, and the brand and footwear business will continue under the stewardship of the Buyer.

As also described in these proxy materials, we intend to continue operating Allbirds, Inc. after the Asset Sale. In continuing to operate after the Asset Sale, we intend to rename Allbirds, Inc. to NewBird AI, Inc., and operate under the new corporate name NewBird AI, Inc. With respect to the renamed corporate entity, we are investigating potential opportunities in the computing infrastructure market, including the acquisition and monetization of graphics processing units, related high-performance computing infrastructure capable to support high workloads (whether from artificial intelligence and machine learning or other needs of potential future customers) and other related assets (which we refer to collectively, as “Electronics Assets,” and such anticipated business, the “Electronics Infrastructure Business”). In support of such business, we have entered into an agreement to sell up to $50 million in senior secured convertible notes (the “Convertible Notes,” and the facility governing such notes, the “Facility”), the proceeds of which would permit the Company to purchase Electronics Assets and develop and expand the anticipated Electronics Infrastructure Business. These arrangements, which may include, without limitation, sales, leases, sale/lease-back transactions and other monetization structures, are

anticipated to be capital-efficient and scalable, with customers bearing substantially all operating, maintenance, and infrastructure costs, allowing us to grow our asset base and revenue without a commensurate increase in operating overhead.

While we expect to continue operating the Company, specifically including the anticipated Electronics Infrastructure Business, following the closing of the Asset Sale, we are still seeking stockholder approval of the Asset Sale to the extent it may be deemed to be a sale of substantially all of our assets under Delaware law. As described in greater detail below, we anticipate issuing a special dividend to stockholders following the Asset Sale. Unless stockholders opt to sell their shares of common stock, stockholders will continue to own our common stock after the Asset Sale and payment of the special dividend, and our Class A common stock will continue to be listed and tradeable on Nasdaq. In other words, we anticipate that stockholders will receive a special dividend and that they will continue to hold Nasdaq-listed stock.

We are also seeking approval of our stockholders, in compliance with the rules of Nasdaq, to permit the conversion, in full, of the Convertible Notes issuable under the Facility into shares of our Class A common stock in excess of 20% or more of our outstanding Class A common stock. Nasdaq requires stockholder approval of potential issuances of such amounts of Class A common stock.

Because the anticipated Electronics Infrastructure Business would be less focused on the public benefit of environmental conservation, which is stated in the Company’s Certificate of Incorporation, stockholders are being asked to approve the Charter Amendment Proposal (as defined herein) to remove references to the Company being operated for the environmental conservation public benefit. Such amendment will also reflect our new corporate name, because as described herein, the Buyer in the Asset Sale will own the “Allbirds” tradename and all related intellectual property following the closing of the Asset Sale.

Finally, to the extent that our Board determines at any point during the twelve months following the Special Meeting that continuing to operate our business is not viable or in the best interests of stockholders, stockholders are being asked to authorize the Board to implement the Plan of Dissolution (as defined herein). The Board may determine to implement or abandon the Plan of Dissolution in its discretion. We intend to continue operating our business following the Special Meeting and would not implement the Plan of Dissolution unless we are unable to accomplish our business plans.

Purpose

The purpose of the Special Meeting is for our stockholders to consider and vote upon the following proposals:

To approve an amendment to our Ninth Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) (the “Charter Amendment Proposal”).

Record Date

Our Board has fixed April 13, 2026 as the record date for the Special Meeting and any adjournment thereof. Only stockholders of record at the close of business on April 13, 2026, the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or any adjournment thereof.

On the Record Date, there were __________ shares of Class A common stock outstanding and entitled to vote and __________ shares of Class B common stock outstanding and entitled to vote.

Quorum

A quorum must be present or represented at the Special Meeting for our stockholders to conduct business at the Special Meeting. A quorum will be present or represented at the Special Meeting only if the holders of a majority of the voting power of the outstanding shares of our common stock entitled to vote at the Special Meeting are present at the Special Meeting, either virtually or represented by proxy.

Voting

Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to ten votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our “common stock.”

The following table summarizes the votes required for passage of each proposal and the effect of abstentions and broker non-votes.


Proposal	Vote Required for Approval	Effect of Abstentions	Effect of Broker Non-Votes
Proposal 1: Asset Sale Proposal	The affirmative vote of the holders of a majority of the outstanding common stock of the Company entitled to vote thereon.	Abstentions will have the same effect as a vote “AGAINST.”	Broker non-votes, if any, will have the same effect as a vote “AGAINST.”
Proposal 2: Charter Amendment Proposal	The affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of capital stock of the Company entitled to vote.	Abstentions will have the same effect as a vote “AGAINST.”	Broker non-votes, if any, will have the same effect as a vote “AGAINST.”


Proposal	Vote Required for Approval	Effect of Abstentions	Effect of Broker Non-Votes
Proposal 3: Nasdaq Proposal	The affirmative vote of the holders of a majority of the voting power of the shares of common stock present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes).	Abstentions will have no effect.	Broker non-votes, if any, will have no effect.
Proposal 4: Dissolution Proposal	The affirmative vote of the holders of a majority of the outstanding common stock entitled to vote thereon.	Abstentions will have the same effect as a vote “AGAINST.”	Broker non-votes, if any, will have the same effect as a vote “AGAINST.”
Proposal 5: Adjournment Proposal	The affirmative vote of the holders of a majority of the voting power of the shares of common stock present virtually or represented by proxy and entitled to vote thereon.	Abstentions will have the same effect as a vote “AGAINST.”	Broker non-votes, if any, will have no effect.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions about the Special Meeting and the proposals set forth herein. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement. See “Where You Can Find Additional Information” beginning on page 84.

Why are you holding the Special Meeting in a virtual format?

Our Special Meeting will be held solely in a virtual format, which will be conducted via a live audio-only webcast and online stockholder tools. We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully and equally from any location around the world, at no cost. However, you will bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. A virtual Special Meeting makes it possible for more stockholders (regardless of size, resources, or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money.

Why did I receive these materials?

Under rules adopted by the SEC, we intend to mail the full set of our proxy materials, including this proxy statement and the proxy card, to our stockholders of record as of the close of business on the Record Date, on or around ___________, 2026. The proxy materials are also available to view and download through the SEC’s website at www.sec.gov and on our investor relations website.

How do I attend the Special Meeting?

We will be hosting the Special Meeting only through a live audio-only webcast. You can attend the Special Meeting live online at www.virtualshareholdermeeting.com/BIRD2026SM by logging on with your control number. The Special Meeting will start at 12:00 p.m. Pacific Time, on May 18, 2026. Online check-in will start approximately 15 minutes before the meeting. We recommend that you log in a few minutes before the Special Meeting to ensure you are logged in when the Special Meeting begins. To access the meeting, follow the instructions you will receive in subsequent emails you receive after registration. Information on how to vote online during the Special Meeting is discussed below. You will not be able to attend the Special Meeting physically in person.

You are entitled to attend the Special Meeting if you were a stockholder as of the close of business on the Record Date, or hold a valid proxy for the meeting. To be admitted to the Special Meeting, you will need to visit www.virtualshareholdermeeting.com/BIRD2026SM and enter the 16-digit control number found next to the label “Control Number” on your proxy card. If you are a beneficial stockholder, you should contact the bank, broker, or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your control number or proxy to vote.

Whether or not you participate in the Special Meeting, it is important that you vote your shares.

What if I cannot find my control number?

Please note that if you do not have your control number and you are a registered stockholder, you will be able to login as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/BIRD2026SM and register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions during the meeting.

If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker, or other holder of record), you will need to contact that bank, broker, or other holder of record to obtain your control number prior to the Special Meeting.

Where can we get technical assistance?

If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

Will a list of registered stockholders as of the record date be available?

For the ten days ending the day prior to the Special Meeting, a list of our registered stockholders as of close of business on the record date will be available for examination by any stockholder of record for a legally valid purpose related to the Special Meeting at our corporate headquarters during regular business hours.

When is the record date for, and who can vote at, the Special Meeting?

Only stockholders of record at the close of business on April 13, 2026, the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or any adjournment thereof. On the Record Date, there were __________ shares of Class A common stock outstanding and entitled to vote and __________ shares of Class B common stock outstanding and entitled to vote. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to ten votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our “common stock.”

What am I being asked to vote on at the Special Meeting?

There are five matters scheduled for a vote, collectively referred to as the “proposals”:

To approve an amendment to our Ninth Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) (the “Charter Amendment Proposal”).

How does the Board recommend that I vote?

After careful consideration of a variety of factors described in this proxy statement, the Board unanimously recommends that you vote:

•

“FOR” the Asset Sale Proposal;

•

“FOR” the Charter Amendment Proposal;

•

“FOR” the Nasdaq Proposal;

•

“FOR” the Dissolution Proposal; and

•

“FOR” the Adjournment Proposal.

You should read “The Asset Sale Proposal (Proposal No. 1),” “The Charter Amendment Proposal (Proposal No. 2),” “The Nasdaq Proposal (Proposal No. 3),” “The Dissolution Proposal (Proposal No. 4)” and “The Adjournment Proposal (Proposal No. 5),” for a discussion of the factors that the Board considered in deciding to recommend approval of the proposals.

In addition, when considering the recommendation of the Board, you should be aware that some of our directors and executive officer may have interests in the Asset Sale that are different from, or in addition to, the interests of stockholders more generally. For a discussion of these interests, please see the section captioned “The Asset Sale Proposal (Proposal No. 1)—Interests of Our Directors and Executive Officers in the Asset Sale.”

What if another matter is properly brought before the Special Meeting?

The Board knows of no other matters that will be presented for consideration at the Special Meeting and pursuant to Delaware law and the Company’s Amended and Restated Bylaws (the “Bylaws”), only those matters set forth in the notice of the special meeting may be considered or acted upon at the Special Meeting. However, if any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How are votes counted?

Votes cast by proxy or online at the Special Meeting will be counted by the inspector of election appointed for the Special Meeting, who will separately count, votes “For” and “Against” and abstentions.

How do I vote?

For each of the proposals, you may vote “For” or “Against” or abstain from voting.

The procedures for voting depend on whether your shares are registered in your name or are held by a bank, broker, or nominee:

Stockholder of Record: Shares Registered in Your Name

If on the Record Date, your shares were registered directly in your name with Allbirds’ transfer agent, Computershare, then you are a stockholder of record. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote at the meeting even if you have already voted by proxy. If you are a stockholder of record, you may vote by following the procedures below:

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To vote during the Special Meeting, if you are a stockholder of record as of the record date, follow the instructions at www.virtualshareholdermeeting.com/BIRD2026SM. You will need to enter the 16-digit control number found on your proxy card.

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To vote prior to the Special Meeting (until 11:59 p.m. Eastern Time on the day before the Special Meeting), you may vote via the Internet at www.proxyvote.com; by telephone; or by completing and returning the proxy card if you requested a printed set of proxy materials, as described below.

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To vote using the proxy card, simply complete, sign, and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you direct.

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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide your control number. Your telephone vote must be received by 11:59 p.m. Eastern Time on the day before the Special Meeting to be counted.

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To vote through the internet prior to the meeting, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide your control number from the Notice. Your internet vote must be received by 11:59 p.m. Eastern Time on the day before the Special Meeting to be counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If on the Record Date, your shares were held not in your name but rather in an account at a brokerage firm, bank, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many shares must be present or represented to conduct business at the Special Meeting?

How many votes do I have?

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote via the internet at www.proxyvote.com, by telephone, by completing your proxy card if you requested a printed set of materials, or virtually during the Special Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted “For” each proposal. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker, bank, or other agent with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank, or other agent how to vote your shares, your broker, bank, or other agent may still be able to vote your shares in its discretion. In this regard, under stock exchange rules, brokers, banks, and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under such rules, but not with respect to “non-routine” matters.

We believe that each of the proposals is considered to be “non-routine” under stock exchange rules and we therefore do not expect broker non-votes on the proposals. Because brokers, banks and other nominees do not have discretionary voting authority with respect to any of the proposals, if a beneficial owner of shares of common stock held in street name does not give voting instructions to the broker, bank or other nominee with respect to any of the proposals, then those shares may not be voted on your behalf for any proposal, will not be present or represented by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at the Special Meeting. However, whether a proposal is “routine” or “non-routine” remains subject to the rules of the New York Stock Exchange, which regulates broker-dealers and their discretion to vote on stockholder proposals. In the event that it is determined that a different voting standard applies to a particular proposal or that the status of a matter as either “routine” or “non-routine” should be changed, the Company will file supplemental proxy materials with the SEC to notify you regarding such matters.

However, if a beneficial owner of shares of common stock held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then a broker non-vote will occur, and those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.

If you are a beneficial owner of shares held in street name and you do not plan to attend the meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials you receive from your broker, bank, or other agent.

What are abstentions?

Under Delaware law, an “abstain” vote is counted as present for the purposes of determining whether a quorum exists but is not considered a vote cast either for or against a proposal.

What are “broker non-votes”?

A “broker non-vote” occurs when your broker submits a proxy for the meeting with respect to “routine” matters but does not vote on “non-routine” matters because you did not provide voting instructions on these matters. These un-voted shares with respect to the “non-routine” matters are counted as “broker non-votes.”

What vote is required for stockholders to approve of the proposals at the Special Meeting, and what effect do abstentions and broker non-votes, if any, have on the proposals?

Please see the table under the heading “Voting” on page 3 for a summary of the votes required for passage of each proposal and the effect of abstentions and broker non-votes.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can change your vote or revoke your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may change your vote or revoke your proxy in any one of the following ways:

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You may submit another properly completed proxy card with a later date.

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You may grant a subsequent proxy by telephone or through the Internet.

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You may send a timely written notice that you are revoking your proxy to Allbirds, Inc., Attn: Secretary, at 530 Washington St., San Francisco, CA 94111.

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You may virtually attend the Special Meeting and vote online. Attending the Special Meeting will not, by itself, revoke your proxy. You must specifically vote at the virtual Special Meeting in order for your previous proxy to be revoked.

Your most current proxy card or submission of voting instructions online or by telephone is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If your shares are held by your broker, bank or agent, you should follow the instructions provided by your broker, bank or other agent regarding how to change your vote.

Are there any risks related to the proposals set forth herein?

Yes. You should carefully review the section entitled “Risk Factors.”

Am I entitled to appraisal rights or dissenters’ rights in connection with the matters presented at the Special Meeting?

No. As a stockholder, under Delaware law, you will not be eligible for appraisal rights or dissenters’ rights in connection with the matters presented at the Special Meeting.

What does it mean if I receive more than one set of proxy materials?

If your shares are registered differently or are held in more than one account, you may receive more than one proxy and/or set of voting instructions relating to the Special Meeting. To ensure that all of your shares are voted, please complete, sign, date and return each proxy card and voting instruction card that you receive, or submit your proxy by telephone or over the internet (if those options are available to you).

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

How can I find out the results of the voting at the Special Meeting?

Preliminary voting results will be announced at the Special Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Special

Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Special Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

What proxy materials are available on the internet?

This proxy statement, and the documents incorporated by reference herein, are available on the SEC’s website at www.sec.gov and on our investor relations website.

Who should I call if I have any additional questions?

If you hold your shares directly, please contact our Secretary. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts, including statements regarding or implying the Company’s expectations and intentions regarding the completion or effects of the Asset Sale and the Dissolution, its expectation of filing a Certificate of Dissolution, adopting a Plan of Distribution and making distributions to stockholders and the timing thereof, and other statements that do not relate solely to historical or current facts are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties which could cause actual results or facts to differ materially from those statements expressed or implied in the forward-looking statements, including, but not limited to:

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satisfaction of closing conditions precedent to the consummation of the Asset Sale and Facility;

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the occurrence of any event, change or other circumstances that could give rise to the termination of the Asset Purchase Agreement;

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the effect of the announcement of the Asset Sale and Facility on our business relationships (including with employees, customers and suppliers), operating results and business generally;

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potential delays in consummating the Asset Sale and Facility;

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the amount of proceeds that might be realized from the Asset Sale or disposition of other related assets;

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the amount of proceeds that might be realized from the Facility;

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the failure of our stockholders to approve the matters presented at the Special Meeting;

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the failure of the Asset Sale or Facility to close for any reason;

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the failure of our ongoing business following the Asset Sale;

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the outcome of any litigation or governmental proceedings instituted against us;

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the amount of the costs, fees, expenses and charges related to the Asset Sale and Facility;

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our ability to retain employees, consultants or other resources to continue the ongoing business or carry out the Dissolution to the extent that the ongoing business is not successful;

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our ability to satisfy our liabilities and obligations out of the proceeds of the transactions described herein and other available resources, if any;

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our ability to distribute cash to our stockholders following the Asset Sale; and

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our ability to maintain the listing of our Class A common stock on Nasdaq with respect to the ongoing business.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this proxy statement primarily on our current expectations and projections about future events and trends. The outcome of the events described in these forward-looking statements is subject to risks and uncertainties, including the factors described in “Risk Factors” and elsewhere in this proxy statement. Moreover, we operate in a very competitive and rapidly changing environment. New risks

and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this proxy statement. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this proxy statement. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements contained in this proxy statement relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this proxy statement or to reflect new information or the occurrence of unanticipated events, except as required by applicable securities laws. We may not actually achieve the plans, intentions, or expectations disclosed in or expressed by, and you should not place undue reliance on, our forward-looking statements.

The foregoing list of factors is not exclusive. Additionally, we are subject to risks and uncertainties and other factors detailed in our most recent annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026, as supplemented by our Quarterly Reports on Form 10-Q, which should be read in conjunction with this proxy statement. See “Where You Can Find Additional Information” on page 84. All subsequent written and oral forward-looking statements concerning the Company or other matters attributable to the Company or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements above.

RISK FACTORS

You should carefully consider the risk factors described below and those risk factors generally associated with our business contained in our Annual Report on Form 10-K for the year ended December 31, 2025 and our subsequent U.S. Securities and Exchange Commission (the “SEC”) filings, along with other information provided to you in this proxy statement, in deciding how to vote on the proposals. See “Where You Can Find Additional Information.” The special risk considerations described below are not the only ones facing us. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also impair our business, financial condition, results of operations, and growth prospects.

Risk Factors Relating to the Asset Sale Proposal

If we fail to complete the Asset Sale, our business may be harmed.

We cannot provide assurances that the Asset Sale will be completed. The closing of the Asset Sale is subject to a number of conditions, including but not limited to our obtaining stockholder approval of the Asset Purchase Agreement and providing necessary third-party consents and approvals in order to sell the Assets. In addition, if the Asset Sale is not completed, the market price for our Class A common stock may decline.

Our announcement of the Asset Sale may cause employees working for us to become concerned about the future of the business and lose focus or seek other employment.

In addition, if the Asset Sale is not completed, our directors, executive officers and other employees will have expended extensive time and effort and experienced significant distractions from their work during the pendency of the Asset Sale and we will have incurred significant third party transaction costs, in each case, without any commensurate benefit, which may have a material and adverse effect on our stock price and results of operations.

The amount of net proceeds that we will receive from the Asset Sale is subject to uncertainties.

We expect to receive aggregate net proceeds of approximately $ million, after payment of transaction and other related expenses and applicable taxes (if any), assuming a purchase price of $39.0 million. In addition, if Buyer successfully asserts claims against the Escrow Fund pursuant to the Asset Purchase Agreement, the amount of net proceeds is subject to further reduction. We may also have unforeseen liabilities and expenses that must be satisfied from the after-tax net proceeds of the Asset Sale. As a result, the amount of the net proceeds from the Asset Sale is subject to substantial uncertainty, and it is possible that the net proceeds from the Asset Sale will be materially less than we expect.

The Asset Purchase Agreement limits our ability to pursue alternatives to the Asset Sale.

The Asset Purchase Agreement contains provisions that make it more difficult for us to sell the Purchased Assets to any party other than Buyer or to sell any other of our assets prior to the closing of the Asset Sale. These provisions include the prohibition on our ability to solicit competing proposals. See “The Asset Purchase Agreement—Restrictions on Solicitation of Other Offers.” These provisions could discourage a third party that might have an interest in acquiring all of or a significant part of the Company from considering or proposing an alternative transaction, and could make it more difficult for us to complete an alternative transaction with another party.

The Asset Purchase Agreement may expose us to contingent liabilities.

Under the Asset Purchase Agreement, Buyer’s principal post-closing recourse for inaccuracies in the Surviving Representations is limited to recovery from the Escrow Fund, and the Escrow Fund also secures

certain negative purchase price adjustments and specified reimbursement obligations of the Company. Significant claims against the Escrow Fund or other post-closing obligations of the Company could reduce the amount of net proceeds ultimately distributed to stockholders following the Asset Sale and expose us to contingent liabilities. See “The Asset Purchase Agreement—Survival; Escrow Fund.”

Our directors and executive officers may have interests that are different from, or in addition to, those of our stockholders generally in connection with the Asset Sale.

You should be aware of interests of, and the benefits available to, our directors and executive officers when considering the recommendation of our Board on the Asset Sale Proposal. Our directors and executive officers may have interests in the Asset Sale that may be in addition to, or different from, their interests as stockholders. For additional information regarding these matters, see “The Asset Sale (Proposal No. 1)—Interests of Our Directors and Executive Officers in the Asset Sale.”

We may be subject to securities litigation, which is expensive and would decrease the amount of net proceeds from the Asset Sale available for distribution.

We may be subject to securities class action litigation in connection with the Asset Sale or other proposals presented at the Special Meeting. Litigation and other claims, both meritorious and frivolous, are a common occurrence in connection with transactions similar to the Asset Sale, and we face potential for litigation or other disputes that relate to the Asset Purchase Agreement, including claims related to our process or disclosures and investigatory demands under Delaware law. We can provide no assurance that such litigation, disputes, or demands will not arise in the future. Any future litigation or proceedings, whether with or without merit, or successful or not, could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees. Any such amounts would directly decrease the amount of net proceeds from the Asset Sale available for distribution to our stockholders, including potentially prohibiting us from making a distribution of any amount to our stockholders. Further, any such litigation could delay the closing of the Asset Sale or could have a material adverse effect on our business, financial condition, and results of operations.

Risk Factors Relating to the Charter Amendment Proposal

If the Charter Amendment Proposal is approved, we will no longer be required to operate for the purposes included in our initial charter, which may harm our relationships with stakeholders.

If we are no longer operating as a Delaware public benefit corporation, customers, employees, business partners, investors and other stakeholders may view that change negatively. Our current status as a public benefit corporation requires that we produce a public benefit and operate in a responsible and sustainable manner, while balancing our stockholders’ pecuniary interests, the best interests of those materially affected by our conduct, and the specific public benefit of environmental conservation that is identified by our Certificate of Incorporation. Eliminating that status could damage our reputation, adversely affect our ability to attract and retain customers, employees and partners, and negatively impact our business, financial condition and results of operations. If the Charter Amendment Proposal is adopted, we would be operated in the best interests of our stockholders, without balancing the best interests of our stockholders against the public benefit of environmental conservation.

Amending our charter as proposed in the Charter Amendment Proposal could subject us to stockholder, stakeholder or other disputes, litigation or claims.

Governance changes may give rise to litigation, books-and-records demands, stockholder claims or other disputes. Some institutional investors, impact investors, ESG-focused investors and other stockholders may value our current commitment to the specific public benefit identified in our Certificate of Incorporation and may sell their stock or make claims with respect to the change in focus of the Company. Any such matters, whether or not meritorious, could be time-consuming and expensive, divert management’s attention, delay or complicate the

implementation of the proposed transition and result in significant legal, advisory and other costs. Any of these matters could adversely affect our reputation, business and financial condition and reduce funds otherwise available for operations or future stockholder value.

Risk Factors Related to the Nasdaq Proposal

Approval of the Nasdaq Proposal would permit the issuance of a significant number of additional shares of common stock, which would dilute existing stockholders.

If this proposal is approved, we may issue a substantial number of additional shares of common stock upon conversion of the Convertible Notes (as defined herein) in excess of the 19.99% limit otherwise imposed by Nasdaq Listing Rule 5635(d). Any such issuance would dilute the ownership interests of existing stockholders, including their voting power and economic rights, and could reduce existing stockholders’ proportionate interest in the Company. Such dilution could be material.

Our ability to maintain the listing of our Class A common stock on Nasdaq following the Asset Sale is uncertain, and if we are unable to satisfy Nasdaq’s continued listing requirements, our Class A common stock could be delisted.

Following the Asset Sale, our business, operations, financial condition, market capitalization, stockholders’ equity and trading characteristics may change materially. As a result, we may have difficulty continuing to satisfy Nasdaq’s continued listing standards, including standards relating to minimum stockholders’ equity, market value, bid price, publicly held shares, round-lot holders, corporate governance and other qualitative and quantitative requirements. In addition, after the Asset Sale, investors may view us as an operating company with limited assets or operations pending implementation of our new business plan, which could adversely affect trading in our Class A common stock and our ability to satisfy applicable listing standards. If Nasdaq determines that we no longer meet one or more of its continued listing requirements, our Class A common stock could be delisted. A delisting would likely adversely affect the liquidity and market price of our Class A common stock, reduce our access to the capital markets, impair our ability to raise additional financing, decrease analyst coverage and investor interest, and make it more difficult for stockholders to sell their Class A common stock. Any such consequences could materially and adversely affect the value of an investment in our Class A common stock.

The issuance of shares pursuant to this proposal could adversely affect the market price of our Class A common stock.

The issuance of a large number of additional shares of common stock, or the perception that such issuances may occur, could depress the market price of our Class A common stock or increase volatility in the trading price of our common stock. The market impact could be exacerbated by uncertainty regarding the number of shares ultimately issuable, including as a result of anti-dilution adjustments, variable conversion features, or fluctuations in the market price of our Class A common stock.

We are unable to predict the total number of shares of common stock that may ultimately be issued if this proposal is approved.

Because the number of shares issuable upon conversion will depend on future events, including market prices, conversion decisions by securityholders, and the operation of adjustment provisions in the Securities Purchase Agreement (as defined herein) and Convertible Notes, we are unable to predict with certainty the total number of shares that may ultimately be issued if this proposal is approved. As a result, stockholders may not be able to determine at this time the full extent of the dilution that could occur.

If this proposal is not approved, our financing and liquidity could be adversely affected.

If stockholders do not approve this proposal, the contractual limits on conversions or issuances in excess of 19.99% of our outstanding common stock will remain in effect. As a result, we may be required to satisfy our

obligations in cash rather than shares, we would have reduced ability to access additional capital under the facility, we would have reduced flexibility in managing our capital structure, and we may unable to raise additional capital or negotiate future financing transactions on acceptable terms, if at all. Any of these outcomes could adversely affect our liquidity, financial condition, and ability to continue as a going concern.

Approval of this proposal may increase the influence of the Investor.

To the extent shares of common stock are issued upon the conversion of Convertible Notes following stockholder approval, the Investor (as defined herein) may acquire a larger ownership position in the Company; provided however, that the Investor has limited its ownership to 4.99% of our outstanding stock, which may only be increased to 9.99% of our outstanding stock. This could increase their voting influence over matters submitted to stockholders and could affect the outcome of future corporate actions.

If our stockholders vote against the Nasdaq Proposal, and the stockholders approve the Asset Sale and Dissolution Proposals, we will likely be forced to dissolve and discontinue our business operations.

If our stockholders do not approve the Nasdaq Proposal, we would likely be unable to continue our business operations and would likely dissolve and discontinue our business operations.

Risk Factors Related to the Dissolution Proposal

Our Board may abandon the Dissolution or modify or delay implementation of the Plan of Dissolution even if it is approved by our stockholders.

Even if the Dissolution Proposal is approved by our stockholders, the Board has reserved the right to abandon the Dissolution or modify or delay implementation of the Plan of Dissolution. If the Board elects to pursue any alternative to the Dissolution, the value of our Class A common stock may decline.

If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, each of our stockholders who receive liquidating distributions could be held liable for payment to our creditors of his or her pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder in the Dissolution.

If the Dissolution is approved by our stockholders, and the Board determines to proceed with the Dissolution, we will file a Certificate of Dissolution with the Delaware Secretary of State to dissolve the Company. Pursuant to the Delaware General Corporation Law (the “DGCL”), the Company will continue to exist for a minimum of three years after its dissolution becomes effective for the purpose of prosecuting and defending suits against the Company and enabling the Company and our subsidiaries to close their business, to dispose of their property, to discharge their liabilities and to distribute to stockholders any remaining assets. If a court holds at any time that we have failed to make adequate provision for our expenses and liabilities in the Dissolution or if the amount ultimately required to be paid in respect of such liabilities exceeds the amount available from our contingency reserve, our creditors could seek an injunction against the making of distributions on the grounds that the amounts to be distributed are needed to provide for the payment of our expenses and liabilities. Any such action could delay or substantially diminish the amount of any cash distributions to stockholders. If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, creditors could assert claims against each stockholder receiving a distribution for the payment of any shortfall, up to the amounts previously received by the stockholder in distributions from us. In such event, a stockholder could be required to return all distributions previously made to such stockholder pursuant to the Plan of Dissolution and could receive nothing from us under the Plan of Dissolution. Moreover, in the event that a stockholder has paid taxes on amounts previously received by the stockholder, a repayment of all or a portion of such amount could result in a stockholder incurring a net tax cost if the stockholder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. The Board is not required to obtain a solvency opinion as a condition to authorizing a liquidating distribution and we cannot assure you that the contingency reserve established by us will be adequate to cover all expenses and liabilities.

The tax treatment of any liquidating distributions may vary from stockholder to stockholder, and the discussions in this proxy statement regarding such tax treatment are general in nature. You should consult your own tax advisor instead of relying on the discussions of tax treatment in this proxy statement for tax advice.

We have not requested a ruling from the Internal Revenue Service (“IRS”) with respect to the anticipated tax consequences of the Dissolution, and we will not seek an opinion of counsel with respect to the anticipated tax consequences of any liquidating distributions. If the description of any of the anticipated tax consequences in this proxy statement proves to be incorrect, increased taxation could result, thus reducing the benefit to our stockholders from the liquidation and related distributions. Tax considerations applicable to particular stockholders may vary with and be contingent upon the stockholder’s individual circumstances.

Stockholders may not be able to recognize a loss for federal income tax purposes in connection with the Dissolution until they receive a final distribution from us, which may be many years after our Dissolution.

For U.S. federal income tax purposes, distributions made pursuant to the Plan of Dissolution are intended to be treated as received by a stockholder in exchange for the stockholder’s shares of our common stock in complete liquidation of the Company. As a result, a stockholder holding Company common stock as a capital asset (generally, for investment) will generally recognize capital gain or capital loss equal to the difference between (a) the sum of the amount of money and the aggregate fair market value of any property (other than money), less any known liabilities assumed by the stockholder to which the distributed property (if any) is subject, distributed to such stockholder, and (b) such stockholder’s tax basis in their shares of common stock. Any loss will be recognized only when the final distribution from us has been received, which may be more than three years after our dissolution. The deductibility of capital losses is subject to limitations. See “Material United States Federal Income Tax Consequences to Allbirds Stockholders.” You should consult your tax advisor as to the particular tax consequences of the Dissolution to you, including the applicability of any U.S. federal, state, and local and non-U.S. tax laws.

If we decide to use a liquidating trust, as permitted by the Plan of Dissolution, interests of our Stockholders in such a trust would not be transferable.

The interests of our stockholders in a liquidating trust set up by us under the Plan of Dissolution would not be transferable, which could adversely affect your ability to realize the value of such interests. In addition, as stockholders will be deemed to have received a liquidating distribution equal to their pro rata shares of the value of the net assets distributed to an entity treated as a liquidating trust for U.S. federal income tax purposes, such deemed distribution could result in tax liability to the interest holders without such holders being readily able to realize the value of such interest to pay such taxes. See “Material United States Federal Income Tax Consequences to Allbirds Stockholders.”

The Board may at any time turn management of our liquidation over to a third party, and some or all of our directors may resign from the Board at that time.

Our Board may at any time turn our management over to a third party to complete the liquidation of our remaining assets and distribute the available proceeds to our stockholders, and some or all of our directors may resign from the Board at or before that time. If management is turned over to a third party and all of our directors resign from our Board, the third party would have sole control over the liquidation process, including the sale or distribution of any remaining assets under the Plan of Dissolution.

If our Board determines to proceed with the Dissolution, we will have our Class A common stock delisted from Nasdaq, after which it would not be possible for stockholders to publicly trade our Class A common stock.

If the Dissolution is approved by our stockholders, and the Board determines to proceed with the Dissolution, we will notify Nasdaq of our intent to withdraw our Class A common stock from listing on Nasdaq

and thereafter file an application on Form 25 to notify the SEC of the withdrawal of our Class A common stock from listing on Nasdaq. The delisting of our Class A common stock will be effective 10 days after we file such an application on Form 25, after which it will not be possible for stockholders to publicly trade our Class A common stock on Nasdaq, and any trading in our Class A common stock may be very limited.

On the date we file the Certificate of Dissolution with the Delaware Secretary of State, we would to close our stock transfer books and discontinue recording transfers of common stock, including our Class A common stock and Class B common stock. Thereafter, certificates or book entries representing our common stock would not be assignable or transferable on our books except by will, intestate succession or operation of law. The proportionate interests of all of our stockholders would be fixed on the basis of their respective stock holdings at the close of business on the Final Record Date, and, after the Final Record Date, any distributions made by us would be made solely to the stockholders of record at the close of business on the Final Record Date, except as may be necessary to reflect subsequent transfers recorded on our books as a result of any assignments by will, intestate succession or operation of law.

We will continue to incur the expenses of complying with public company reporting requirements until our Class A common stock is deregistered and periodic public reporting obligations are suspended.

If the Dissolution is approved by our stockholders, and the Board determines to proceed with the Dissolution, through any subsequent liquidation and dissolution, we have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act, even though compliance with these reporting requirements would be economically burdensome, until we deregister our shares and suspend our periodic reporting obligations under the Exchange Act. If the Dissolution is approved by our stockholders, and the Board determines to proceed with the Dissolution, we would file a Form 25 with the SEC to delist and deregister our Class A common stock and a Form 15 with the SEC to suspend our public reporting obligations, but until we do so we will remain a reporting issuer and will incur attendant costs relating to filing such reports with the SEC. The expenses incurred by us in complying with the applicable reporting requirements will reduce the assets available for distribution to our stockholders.

We may not be able to retain services of appropriate personnel to implement the Plan of Dissolution.

If the Dissolution is approved by our stockholders, and the Board determines to proceed with the Dissolution, the success of the Plan of Dissolution will depend in large part upon our ability to retain the services of qualified personnel who would be charged with operating the Company through any subsequent liquidation and dissolution. The retention of qualified personnel may be particularly difficult under such circumstances. There can be no assurance that we would be successful in retaining the services of such qualified personnel or that we would be able to retain the services of such qualified personnel for the amounts the Company may be willing to pay for such services.

If our Board determines to proceed with the Dissolution, we will file a Form 15 with the SEC thereby suspending our obligation to file current and periodic reports with the SEC, which would limit public information regarding our business and the status of our dissolution and wind-up activities.

If the Dissolution is approved by our stockholders, and the Board determines to proceed with the Dissolution, we will file a Form 15 with the SEC to suspend our reporting obligation under Section 15(d) of the Exchange Act to file current and periodic reports with the SEC. As a result, investors would have limited public information regarding the status of our business and wind-up activities following the Special Meeting.

SUMMARY

As described in these proxy materials, we have entered into the Asset Purchase Agreement (as defined herein) to sell the Purchased Assets of the Company, which relate to the existing footwear business and represent a significant amount of our assets. We have been operating these footwear assets at a material loss and do not believe that continuing to operate these footwear assets is sustainable or beneficial to our stockholders. Following the closing of the Asset Sale, the Buyer in the Asset Sale will own the “Allbirds” tradename and all related intellectual property, and the brand and footwear business will continue under the stewardship of the Buyer.

As also described in these proxy materials, we intend to continue operating Allbirds, Inc. after the Asset Sale. In continuing to operate after the Asset Sale, we intend to rename Allbirds, Inc. to NewBird AI, Inc., and operate under the new corporate name NewBird AI, Inc. With respect to the renamed corporate entity, we are investigating potential opportunities in the computing infrastructure market, including the acquisition and monetization of graphics processing units, related high-performance computing infrastructure capable to support high workloads (whether from artificial intelligence and machine learning or other needs of potential future customers) and other related assets (which we refer to collectively, as “Electronics Assets,” and such anticipated business, the “Electronics Infrastructure Business”). In support of such business, we have entered into an agreement to sell up to $50 million in senior secured convertible notes (the “Convertible Notes,” and the facility governing such facility, the “Facility”), the proceeds of which would permit the Company to purchase Electronics Assets and develop and expand the anticipated Electronics Infrastructure Business. These arrangements, which may include, without limitation, sales, leases, sale/lease-back transactions and other monetization structures, are anticipated to be capital-efficient and scalable, with customers bearing substantially all operating, maintenance, and infrastructure costs, allowing us to grow our asset base and revenue without a commensurate increase in operating overhead.

THE ASSET SALE PROPOSAL (PROPOSAL NO. 1)

General

In an effort to maximize stockholder value, our Board, lead by a strategic transaction committee of the Board (the “Special Committee”), undertook a strategic review process. In connection with the strategic review process, the Special Committee determined that it was in best interests of the Company and its stockholders to sell certain assets of the Company as described below.

On March 26, 2026, the Special Committee approved the Asset Sale pursuant to the Asset Purchase Agreement, and recommended the approval of such matters by the Board. At a meeting of the Board on March 27, 2026 and by unanimous written consent taken on March 29, 2026, the Board resolved to adopt and approve the Asset Sale and Asset Purchase Agreement and the transactions contemplated thereby, and to recommend to our stockholders that they vote for the approval of the Asset Sale. A copy of the Asset Purchase Agreement is attached as Annex A to this proxy statement. A summary of certain provisions of the Asset Purchase Agreement are summarized below. All capitalized, undefined terms used herein have the meanings ascribed to such terms in the Asset Purchase Agreement. We encourage you to read the Asset Purchase Agreement in its entirety.

The Board is seeking stockholder approval of the Asset Sale because we are a Delaware public benefit corporation and the Asset Sale may be deemed to constitute the sale of “substantially all” of our property and assets under Section 271 of the DGCL. Section 271 of the DGCL requires that a Delaware corporation, including a public benefit corporation, obtain the approval of the holders of a majority of the outstanding stock of the corporation entitled to vote thereon for the sale of “all or substantially all of its property and assets.” Additionally, approval of the Asset Sale by our common stockholders is a closing condition under the Asset Purchase Agreement. Under Delaware law, stockholders do not have dissenters’ rights of appraisal in connection with the Asset Sale. Notwithstanding the Asset Sale, the Company anticipates continuing to operate Allbirds, Inc., specifically including the anticipated Electronics Infrastructure Business, following the consummation of the Asset Sale.

The Asset Sale Proposal requires the affirmative vote of the holders of a majority of our outstanding common stock entitled to vote thereon.

If the Asset Sale is approved by stockholders at the Special Meeting, we expect to complete the Asset Sale on the second business day after the date on which all of the remaining closing conditions under the Asset Purchase Agreement have been satisfied or waived, other than those conditions that by their nature are to be satisfied at closing, unless the parties otherwise agree in writing. The Asset Sale is expected to close in the second quarter of 2026, but the exact timing of the completion of the Asset Sale is not certain.

The Parties to the Asset Sale

Allbirds, Inc.

Allbirds is a purpose-driven lifestyle brand that innovates with sustainable materials to make better footwear and apparel products in a better way, while treading lighter on our planet.

We began our journey in 2015 with three fundamental beliefs about the emerging generation of consumers: first, these consumers recognize that climate change is an existential threat to the human race; second, these consumers connect their purchase decisions with their impact on the planet, demanding more from businesses; and third, these consumers do not want to compromise between looking good, feeling good, and doing good. We became a public benefit corporation, or PBC, under Delaware law and earned our B Corporation, or B Corp, certification in 2016, codifying how we take into account the impact our actions have on all of our stakeholders, including the environment, our flock of employees, communities, consumers, and investors. Our strong brand equity is fueled by our differentiated footwear and apparel products created by sustainability-driven innovation.

We were incorporated in Delaware in May 2015 as Bozz, Inc. In December 2015, we changed our name to Allbirds, Inc., and we became a Delaware PBC in February 2016. Our principal executive offices are located at 530 Washington St, San Francisco, California 94111. Our telephone number is (628) 225-4848. Our U.S. website address is allbirds.com. Information contained on, or that can be accessed through, our website is not incorporated by reference in this proxy statement.

Allbirds IP LLC and American Exchange Group

Allbirds IP LLC is a Delaware limited liability company and a wholly owned subsidiary of American Exchange Group.

American Exchange Group is an industry leader in fashion accessory products and brand management. By facilitating distribution to major retailers internationally for their globally recognized brands, custom private label brands, and exclusive licensed brands, including footwear, tech wearables, watches, jewelry, handbags, fashion accessories, and beauty, American Exchange Group raises the bar by disrupting the status quo with value and quality, while staying at the forefront of trends. Expertise in brand strategy, marketing, sourcing, operational logistics, and digital innovation allows American Exchange Group to transform brands and forge connections with best-in-class, strategic and retail partners. Their consumer-centric approach ensures sustainable growth and long-term value. Boasting a comprehensive portfolio of iconic owned and licensed brands, American Exchange Group remains at the forefront of the industry, driving the creation of compelling brand experiences.

Reasons for the Asset Sale

The Asset Sale is the result of a broad review of strategic alternatives by the Special Committee and Board. The Asset Sale and Asset Purchase Agreement were negotiated by the Special Committee. On March 26, 2026, the Special Committee approved the Asset Sale pursuant to the Asset Purchase Agreement, and recommended the approval of such matters by the Board. At a meeting of the Board on March 27, 2026 and by unanimous written consent taken on March 29, 2026, the Board discussed and resolved to adopt and approve the Asset Sale and Asset Purchase Agreement and the transactions contemplated thereby, and to recommend to our stockholders that they vote for the approval of the Asset Sale.

The Special Committee and the Board, with the assistance of the Company’s senior management and legal and financial advisors, evaluated the Asset Purchase Agreement and the consideration negotiated with Buyer and its representatives. After careful consideration, the Special Committee and the Board independently determined that (i) the Asset Sale is advisable and fair to and in the best interests of the Company and our stockholders and (ii) the form, terms and provisions of the Asset Purchase Agreement and the Asset Sale are advisable and fair to and in the best interests of the Company and our stockholders.

For additional information regarding the Board’s discussion and approval of the Asset Sale, see “The Asset Sale (Proposal No. 1)—Background of the Asset Sale” and for additional information regarding the fairness opinion of the Duff & Phelps Opinion Practice of Kroll, LLC (“Duff & Phelps”) considered by the Board and the Special Committee see “The Asset Sale (Proposal No. 1)—Kroll Opinion.”

In evaluating the Asset Sale, the Special Committee and the Board consulted with the Company’s management and legal and financial advisors and, in reaching their determinations, the Special Committee and the Board considered various substantive factors, both positive and negative, and the potential benefits and detriments of the Asset Sale, including the financial analyses and opinion of Duff & Phelps described under “The Asset Sale (Proposal No. 1)—Kroll Opinion.” The Special Committee and the Board believed that, taken as a whole, the following factors supported their respective decisions, consistent with their discharge of fiduciary duties owed to stockholders, to approve the Asset Sale and outweighed any potential risks:

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Continuing a Growth Strategy. The Special Committee and the Board considered, among other things, our limited capital resources, our need to preserve liquidity and available cash, that we have incurred

significant losses since inception with respect to our historical assets, our historical lack of profitability, and the high cost of operating as a U.S. public company, in whether to continue a growth strategy with respect to historical assets versus a sales process, in whole or in part. The Special Committee and the Board determined that if they could secure a compelling purchase price for the Company or its assets, in whole or in part, through a sales process, a sale of the Company could result in a better return for stockholders.

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Strategic Review Process. The Special Committee and the Board undertook a robust strategic review process beginning in September 2025, through which we explored strategic alternatives for the Company as a whole or in part. In connection with this review process, the Company engaged TD Securities (USA) LLC (“TD Cowen”) as the Company’s financial advisor in connection with a possible capital raise, sale of the Company or its assets, or other business combination involving the Company. As part of this process, an exhaustive market outreach was conducted, in which over 90 parties were contacted regarding a possible transaction. Through this process, and based on the various proposals received, the Special Committee and the Board determined that American Exchange Group’s offer was the highest proposed value received for the Company on a comparable basis. Further, no superior alternative transactions emerged. For additional information regarding this strategic review process, please review “The Asset Sale Proposal (Proposal No. 1)—Background of the Asset Sale.”

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Going Concern. The Special Committee and the Board considered that management has identified substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred significant losses since inception and does not anticipate an ability to meet its future liquidity needs without the consummation of the Asset Sale or a similar strategic transaction. The Special Committee and the Board determined that delay in consummating a transaction of the nature of the Asset Sale could result in further deterioration of the Company’s financial position and a reduction in value available to stockholders, and that the Asset Sale represented a timely opportunity to monetize the Company’s assets before any such further deterioration in the Company’s financial position.

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Consideration. Taking into account the opinion of Duff & Phelps, the Special Committee and the Board considered the value and the consideration to be received by us pursuant to the Asset Purchase Agreement, concluding that it represented a greater return for the Company and its stockholders with respect to such assets than continuing to operate such assets under our existing operations.

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Likelihood of Consummation of the Asset Sale. The Special Committee and the Board considered the likelihood that the Asset Sale will be completed, including the nature of the conditions to Buyer’s obligation to consummate the transaction and the likelihood that those conditions would be satisfied.

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Ability to Return Net Proceeds from the Asset Sale to Stockholders. The Special Committee and the Board considered the likelihood that the Asset Sale would result in positive net proceeds to us, which, subject to our satisfaction of and compliance with existing obligations, and appropriate reserves for anticipated costs and liabilities, would allow us to return a portion of the net proceeds from the Asset Sale to our stockholders.

The Board also considered a variety of risks and other potentially negative factors relating to the Asset Sale, including the following:

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Risk of Non-Completion. The Special Committee and the Board considered the risk that the Asset Sale might not be completed, and in that event, our directors, executive officers and other employees will have expended extensive time and effort and will have experienced significant distractions from their work, and we will have incurred significant transaction costs.

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Possible Disruption of the Business. The Special Committee and the Board considered the possible disruption to our business that might result from the announcement of the Asset Sale and the resulting distraction of the attention of our management and employees.

In addition, the Special Committee and the Board were aware of and considered the interests that certain of our directors and executive officers may have with respect to the Asset Sale that differ from, or are in addition to, their interests as stockholders of the Company, as described in “The Asset Sale (Proposal No. 1)—Interests of Our Directors and Executive Officers in the Asset Sale”.

The above discussion summarizes the material factors considered by the Special Committee and the Board in their consideration of the Asset Sale. In light of the variety of factors and the quality and amount of information considered, as well as the complexity of these matters, the Special Committee and the Board did not find it practicable to, and did not attempt to, make specific assessments of, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching this determination. The Special Committee and the Board each conducted an overall analysis of the factors described above, as well as others, including thorough discussion with, and questioning of, our senior management and our legal and financial advisors, and considered the benefits of the Asset Sale to outweigh the risks and the factors overall to be favorable to, and to support, its determination. Individual members of the Special Committee and the Board may have given different weight to different factors.

Engagement of Financial Advisors

TD Cowen

In connection with the Company’s strategic review process, the Company engaged TD Cowen as the Company’s financial advisor and placement agent for a possible transaction involving a capital raise, the sale of the Company or its assets, or other business combination involving the Company.

The Company engaged TD Cowen as the Company’s financial advisor and placement agent for a possible capital raise, sale or other business combination involving the Company given, among other things, TD Cowen’s experience, reputation and familiarity with the Company, its industry and business.

The Company has agreed to pay TD Cowen for its services in connection with the Asset Sale an aggregate fee currently estimated to be $2.0 million, payable contingent upon consummation of the Asset Sale. In addition, the Company has agreed to reimburse TD Cowen’s expenses, including fees and expenses of counsel, and to indemnify TD Cowen for certain liabilities, including liabilities under federal and other securities laws, that may rise out of TD Cowen’s engagement.

TD Cowen and/or its affiliates in the past have provided and in the future may provide financial advisory and/or other investment banking services to the Company and/or its affiliates unrelated to the Asset Sale, including, during the approximate two-year period preceding the date of execution of the Asset Purchase Agreement, having acted as financial advisor to the Company in connection with an asset-based revolving credit facility and as sales agent for an at-the-market program for the Company, for which services during such two-year period TD Cowen and/or its affiliates received aggregate fees of approximately $1.55 million. Although TD Cowen and/or its affiliates are not currently, and in the approximate two-year period preceding the execution of the Asset Purchase Agreement did not, provide financial advisory and/or other investment banking services to American Exchange Group and/or its affiliates for which TD Cowen and/or its affiliates received compensation, TD Cowen and/or its affiliates in the future may provide such services to American Exchange Group and/or its affiliates for which TD Cowen and such affiliates would to expect to receive compensation.

Duff & Phelps

On March 19, 2026, the Company executed an engagement letter with Duff & Phelps to deliver a fairness opinion in connection with the Asset Sale.

On March 27, 2026, Duff & Phelps delivered its oral opinion, subsequently confirmed by delivery of a written opinion dated March 27, 2026, to the Special Committee to the effect that, as of that date and based upon

and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications described in its opinion, the amount estimated by management to be distributed to the public holders of common stock of the Company following the Asset Sale and Dissolution was fair, from a financial point of view, to such holders, which expressly excludes Maveron, LLC, Joseph Zwillinger and Timothy Brown (without giving effect to any impact of the Proposed Transaction (as such term is defined under “The Asset Sale (Proposal No. 1)—Kroll Opinion”) on any particular stockholder, other than in its capacity as a stockholder, or any other person or group interested in the Asset Sale or Dissolution). A summary of that opinion, including the material assumptions, procedures, analyses and limitations, is included under “The Asset Sale (Proposal No. 1)—Kroll Opinion.”

Under the terms of an engagement letter dated March 19, 2026, the Company agreed to pay Duff & Phelps a fee of $300,000 for rendering its opinion. Such opinion fee was not contingent upon the consummation of the Asset Sale, or the conclusions reached in the opinion. In addition, the Company agreed to reimburse Duff & Phelps for reasonable expenses incurred in connection with the engagement and to indemnify Duff & Phelps against certain liabilities that may arise out of its engagement by the Company and the rendering of the opinion.

Background of the Asset Sale

The following chronology summarizes the material meetings and events that led to the execution of the Asset Purchase Agreement. The following chronology does not purport to catalogue every conversation among the Board, the Special Committee, members of the Company’s senior management (“senior management”) or the Company’s advisors and other parties, including the Buyer.

The Board, with the assistance of senior management and advisors, regularly reviews the Company’s business, operations, financial performance and strategic direction for the purpose of enhancing stockholder value. As part of this ongoing review, the Board considers the Company’s long-term strategies and plans, changes in the industry and markets in which the Company operates, economic and other market conditions, execution opportunities and risks, potential strategic alternatives, including business combinations, acquisitions, divestitures, partnerships and collaboration opportunities, and financial alternatives in light of developments in the Company’s business.

In connection with the strategic review process, at a meeting of the Board held on September 4, 2025, the Board discussed exploring potential strategic alternatives that may be in the best interests of the Company and its stockholders, including a potential sale of the Company or a new financing to preserve liquidity and available cash while the Company executed upon a previously announced strategic transformation. At this meeting, the Board suggested that TD Cowen be invited to discuss potential strategic alternatives for the Company at a future Board meeting to be scheduled in the upcoming weeks, and the Company subsequently engaged TD Cowen as the Company’s financial advisor in connection with a possible capital raise, sale or other business combination involving the Company.

On September 18, 2025, the Board held a meeting, together with senior management and representatives of TD Cowen and Holland & Hart LLP (“Holland & Hart”), the Company’s legal counsel, to discuss among other things, potential strategic alternatives aimed at enhancing stockholder value, including (i) allowing more time for management to execute upon its previously announced strategic transformation, which included introducing new products and other initiatives, before engaging in a sale or financing, (ii) preserving the Company’s liquidity position by pursuing financing alternatives such as a structured convertible note, a unit offering with warrants, ongoing “at-the-market” stock sales, or a follow-on equity offering, to provide additional available cash to execute upon the Company’s strategic transformation, and (iii) launching a sale process to provide stockholders with a liquidity event while avoiding further execution risk associated with the strategic transformation. The Board directed senior management, with TD Cowen’s assistance, to further review such alternatives to enable the Board to determine the best path forward.

On October 5, 2025, the Board met, together with senior management, and representatives of TD Cowen and Holland & Hart, at which meeting a potential sale transaction was discussed, including key process considerations, an illustrative timeline, and the role of the Board throughout the transaction.

On October 15, 2025, the Board met, together with senior management, and representatives of TD Cowen and Holland & Hart, to discuss available financing and strategic alternatives for the Company.

On October 18, 2025, the Company’s Chief Executive Officer, Mr. Joseph Vernachio, communicated with Party A, a strategic operator in the footwear and apparel industry. Party A expressed strong interest in hosting the Company’s senior management team at Party A’s offices in the coming weeks to discuss a potential acquisition of the Company. The meeting was subsequently scheduled for December 12, 2025.

On October 27, 2025, after considering the various options discussed at prior Board meetings, the Board authorized senior management to undertake, with TD Cowen’s assistance, a targeted outreach process on the Company’s behalf to gauge third parties’ potential interest in a transaction with the Company. Over the coming days, in accordance with the Board’s directives, TD Cowen commenced a targeted outreach to 11 management-approved buyers (excluding Party A) on an anonymous basis.

On October 28, 2025, Party B, a strategic operator in the footwear and apparel industry, contacted one of the Company’s Board members and expressed interest in a potential commercial partnership with, and equity investment in, the Company.

On October 30, 2025, the Board met, together with senior management, and representatives of TD Cowen and Holland & Hart, for an update on the outreach efforts.

On October 31, 2025, Lily Yan Hughes was appointed to the Board. Ms. Hughes was appointed Chair of the Special Committee, consisting entirely of independent directors—Ms. Hughes, Mr. Boyce and Mr. Thanawala—to oversee the potential sale process. The Board determined that, in connection with the strategic review process, it was in best interests of the Company and its stockholders to establish a committee of the Board consisting of directors who were both independent and disinterested with respect to the potential sale process. The Special Committee was established for the purpose of: (i) reviewing and evaluating any potential transaction involving a business combination or merger; joint venture; sale of equity ownership; sale or license of assets; refinancing or recapitalization of the Company, including the issuance or exchange of shares of capital stock for cash, securities or other properties; a bankruptcy proceeding; or other strategic transactions; (ii) determining whether any such potential transaction was fair to, and in the best interests of, the Company and its stockholders; (iii) recommending to the Board what actions should be taken by the Company with respect to any such potential transaction; and (iv) as authorized by the Board, taking any and all actions necessary to pursue and consummate, any such potential transaction.

On November 6, 2025 and November 7, 2025, Ms. Hughes met with representatives of TD Cowen for an update on the outreach efforts. Through such dates, 34 parties (excluding Party A) had been contacted, six parties requested non-disclosure agreements and 10 parties declined to pursue the opportunity.

On November 10, 2025, the Company’s senior management, together with representatives of TD Cowen, spoke with Party B to discuss Party B’s expressed interest in a potential commercial partnership with, and equity investment in, the Company, during which the potential for Party B to acquire the Company also was discussed. It was subsequently agreed that Mr. Vernachio would visit Party B’s senior management at Party B’s offices on November 17, 2025, while in town for a previously scheduled business trip.

On November 11, 2025, in advance of an in-person meeting between senior managements of the Company and Party A, after Party A’s execution of a non-disclosure agreement Mr. Vernachio sent Party A the confidential information memorandum (the “CIM”) relating to the Company.

On November 12, 2025, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, for an update on the outreach efforts. Through such date, all of the identified targeted outreach buyers (38 parties excluding Party A) had been contacted, consisting of 19 strategic parties, 16 financial sponsors with experience in the footwear and apparel industry, and three brand management companies. Of these parties, eight parties had requested non-disclosure agreements, one party (Party B) had executed a non-disclosure agreement and received the CIM, and 13 parties declined to pursue the opportunity. At this meeting, in addition to such update, TD Cowen discussed an expanded list of potential buyers, including additional strategic buyers, brand managers, financial sponsors, and international parties, for the Special Committee’s and other Board members’ consideration.

On November 17, 2025, Mr. Vernachio met with members of Party B’s senior management at Party B’s offices to discuss a potential wholesale-focused commercial agreement and associated equity investment. The potential for Party B to acquire the Company was also discussed further during this meeting.

On November 18, 2025, Mr. Vernachio met with members of Party C, a brand management company.

On November 20, 2025, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, for an update on the outreach efforts. Also on November 20, 2025, senior management, together with representatives of TD Cowen, spoke with representatives of Party B to further discuss potential strategic alternatives for a transaction with the Company, including a potential sale transaction and a commercial wholesale partnership coupled with a PIPE investment. At the request of Party B’s senior management, supplemental due diligence materials relating to the Company were provided to Party B over the following weeks to facilitate Party B’s evaluation of the opportunity.

On November 24, 2025, senior management spoke with representatives of Party A, including Party A’s Co-President, Chief Financial Officer, and Head of Tax, in advance of the planned December 12, 2025 in-person meeting.

On November 27, 2025, Mr. Vernachio spoke with senior management of Party D, a publicly traded footwear company, to discuss the Company’s operations, strategy and the potential opportunity to acquire or invest in the Company.

On December 5, 2025, Mr. Vernachio spoke with senior leadership from Party A to prepare for the upcoming December 12, 2025 in-person management meeting, during which an agenda and topics for further discussion were addressed.

Also on December 5, 2025, the Special Committee and other Board members met with senior management for an update on the outreach process. Through such date, 43 parties (excluding Party A) had been contacted. Of these, 13 parties had executed non-disclosure agreements and received the CIM, and 23 parties declined to pursue the opportunity.

On December 11, 2025, the Special Committee and other Board members met with senior management for an update on the outreach process. Through such date, 43 parties (excluding Party A) had been contacted. Of these, 13 parties had executed non-disclosure agreements and received the CIM, and 26 parties declined to pursue the opportunity. The only update from the prior December 5, 2025 meeting was that three additional parties had declined to pursue the opportunity. Additionally, Party E, a public strategic party in the footwear and apparel industry that had been contacted during the initial outreach on October 27, 2025, had re-emerged and expressed an increased level of interest in a possible transaction with the Company.

On December 12, 2025, senior management met in person with leadership from Party A.

On December 18, 2025, Party A informed Mr. Vernachio that it had decided to pass on the opportunity to acquire the Company.

On December 19, 2025, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, for an update on the outreach efforts and to discuss options following Party A’s decision to pass on the opportunity. Through such date, 43 parties had been contacted, 14 parties had executed non-disclosure agreements and received the CIM, and 29 parties, including Party A and Party D, had declined to pursue the opportunity. Meanwhile, Party B, Party C, and Party E remained actively engaged and were continuing to review the opportunity. Party F and Party G, both brand management companies, also had become actively engaged. In addition, Party H, a sponsor-backed footwear strategic with a similar size to the Company, expressed interest in a potential merger with the Company. In light of Party A’s decision to pass on the opportunity and the Company’s challenging business performance resulting in the need for additional financing in the medium-term, TD Cowen suggested expanding the outreach process to a broader universe of approximately 50 potential buyers, including additional strategic buyers, brand management companies, financial sponsors, and international strategic parties, while simultaneously contacting potential financial investors. The Special Committee and other Board members ultimately determined to broaden the Company’s outreach process while, in parallel, advancing discussions with parties that had expressed interest in a potential PIPE investment given the shorter timeline for such process.

On December 26, 2025, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, for an update on outreach efforts and process preparation. Through such date, 44 parties had been contacted, 15 parties had executed non-disclosure agreements and received the CIM, and 30 parties, including Party G, declined to pursue the opportunity. Party B had verbally communicated to senior management and representatives of TD Cowen Party B’s preliminary view of a potential acquisition of the Company with an implied equity value of approximately $35 million, subject to due diligence. Party C verbally had communicated to representatives of TD Cowen that Party C could submit a proposal of up to $30 million for the intellectual property of the Company, but did not have an operating partner to acquire the operating assets or net working capital of the Company. Party E, Party F, and Party H continued to actively evaluate the opportunity.

On January 5, 2026, in accordance with the directives of the Special Committee and other Board members, TD Cowen initiated an outreach on behalf of the Company to the broader universe of potential buyers discussed previously with the Special Committee and other Board members on December 19, 2025.

On January 8, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, for an update on the outreach efforts. Prior to initiating the broader outreach, 44 parties had been contacted, seven parties from the initial outreach process remained actively engaged in pursuing a transaction with the Company, and two parties, Party B and Party C, had submitted verbal indications of interest to representatives of TD Cowen. As part of the broader outreach, an additional 34 parties were contacted, including five strategic buyers, nine financial sponsors, eight brand managers, and 12 international strategic parties. American Exchange Group was included in this outreach. In total, by January 8, 2026, the outreach process had expanded to 78 parties, of which 16 parties had executed non-disclosure agreements and received the CIM, and 38 parties had declined to pursue the opportunity. At this meeting, the Special Committee and other Board members also discussed with senior management and representatives of TD Cowen the potential structure for a sale to a brand management company.

On January 16, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, for an update on the outreach efforts both to potential buyers and equity investors. Since the January 8, 2026 meeting, three additional parties had been contacted, bringing the total parties contacted to 81 parties, including 37 parties contacted as part of the most recent outreach round. Of the parties contacted in the most recent round, four parties executed non-disclosure agreements and received the CIM. A total of 42 parties from both the targeted and broader outreach had declined to pursue the opportunity.

On January 22, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, for an update on the outreach efforts. Since

the January 16, 2026 meeting, four additional parties had been contacted, bringing the total parties contacted to 85 parties, including 41 parties contacted as part of the most recent outreach round. Of the parties contacted in the most recent round, six parties executed non-disclosure agreements and received the CIM. A total of 51 parties from both the targeted and broader outreach, including American Exchange Group, had declined to pursue the opportunity.

On January 30, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, for an update on the outreach efforts. Since the January 22, 2026 meeting, six additional parties had been contacted, bringing the total parties contacted to 91 parties, including 47 parties contacted as part of the most recent round of outreach, and 15 parties received a process letter outlining instructions and timing for submitting initial indications of interest by February 6, 2026. From the initial outreach, Party B had remained engaged, but indicated its preference for a commercial partnership rather than an acquisition of the Company. Party C indicated that it remained interested in an acquisition of the Company’s intellectual property at an approximate $30 million purchase price, subject to review and due diligence.

On February 4, 2026, the Company’s senior management met, together with representatives of TD Cowen, in person with leadership from Party H.

On February 5, 2026, the Special Committee and other Board members met, together with senior management, for an update on the outreach efforts. No additional parties had been contacted since the January 30, 2026 meeting.

On February 6, 2026, Party I, a brand management company contacted as part of the broader outreach, submitted a proposal to acquire the Company’s intellectual property, inventory, accounts receivable, customer data, and existing and proposed commercial agreements for $50 million, which proposal did not include any assumption of accounts payable or other current liabilities. On the same date, Party J, also a brand management company contacted through the broader outreach, submitted a proposal to acquire the Company’s intellectual property and related net working capital for $45 million, subject to further review of the Company’s net working capital.

On February 11, 2026, Party K, contacted as part of the broader outreach efforts, submitted a proposal to acquire the Company for a total equity value of approximately $13 million to $18 million, assuming the transaction was structured in a debt and cash neutral manner.

Also on February 11, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, for an update on the outreach efforts. Through such date, 91 parties had been contacted and 65 parties had declined to pursue the opportunity. Three parties, Party I, Party J, and Party K, had submitted written indications of interest to acquire the Company and four parties, including Party B, Party C, and Party L, a brand management company contacted during the latest round of outreach, submitted verbal indications of interest to acquire selected assets of the Company.

On February 13, 2026, access to the Company’s virtual data room was granted to Party I, Party J, and Party K, the three parties that had submitted written indications of interest for an acquisition of the Company.

On February 16, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, to discuss the sale process. At this meeting, potential buyers that remained in the process and their respective proposals were reviewed. The Company’s cash runway, preserving liquidity, and certain considerations related to potential additional financing through a transaction closing also were discussed.

On February 18, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, to discuss the sale process and proposals received as of such date.

On February 19, 2026, Party I confirmed that its best and final offer was $50 million for only the Company’s intellectual property, accounts receivable and inventory. Party I confirmed that its offer did not include any assumption of accounts payable or other current liabilities.

Also on February 19, 2026, senior management met, together with representatives of TD Cowen, with principals of Party K to introduce the Company’s management team and address questions from Party K pertaining to the Company’s operations.

Additionally, on February 19, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, for a process update.

Later on February 19, 2026, representatives of American Exchange Group contacted representatives of TD Cowen indicating that American Exchange Group had renewed interest in re-engaging in discussions regarding a potential transaction with the Company.

On February 20, 2026, American Exchange Group executed a non-disclosure agreement with the Company and was provided with certain materials relating to the Company, including the CIM, to facilitate American Exchange Group’s review of the opportunity.

On February 24, 2026, Party K submitted a revised indication of interest to acquire the Company for a total equity value of $16 million, assuming no net debt.

Also on February 24, 2026, American Exchange Group verbally proposed to representatives of TD Cowen to acquire the Company at a purchase price equivalent to $2.00 to $2.25 per share.

Also on February 24, 2026, the Special Committee and other Board members met, together with senior management, and representatives of Holland & Hart, to discuss the sale process and proposals received as of such date.

On February 25, 2026, after further discussing potential structures for acquiring specific net working capital assets and assuming certain liabilities of the Company and providing updated net working capital figures, Party J revised its proposal to acquire the Company’s intellectual property, related net working capital (including an assumption of accounts payable and accrued expenses) from $45 million to $31 million.

On February 26, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, to discuss the sale process. The Special Committee and other Board members were informed that American Exchange Group verbally had proposed to acquire the Company at a purchase price equivalent to $2.00 to $2.25 per share. It was agreed that obtaining a written proposal from American Exchange Group was critical to enabling the Special Committee and other Board members to assess the proposals received and determine which transaction would deliver the best outcome for the Company’s stockholders. Later that day, American Exchange Group provided a letter of intent to acquire the Company for a total equity value of approximately $19 million.

On February 27, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, to discuss the proposals received to date. The Special Committee and other Board members emphasized the importance of certainty to closing and a clear purchase price per share for potential equity deal structures, including from American Exchange Group. Also at this meeting, Mr. Thanawala notified the Special Committee that he had determined that for personal reasons he would no longer serve on the Special Committee. Following such meeting, the Special Committee was comprised of Ms. Hughes and Mr. Boyce.

On March 2, 2026, Party K submitted a revised indication of interest to acquire the Company’s intellectual property, inventory, accounts receivable, accounts payable, and other current liabilities for $37 million.

Also on March 2, 2026, Party M, a global footwear and apparel retailer with which the Company previously had engaged in discussions regarding a potential convertible note investment, indicated its intention to submit a proposal to acquire the Company’s assets by March 4, 2026.

Later on March 2, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, to discuss the status of proposals and indications of interest received.

On March 4, 2026, Party M submitted a term sheet proposing to acquire the Company’s intellectual property and inventory for $60 million (with no assumption of accounts payable or other current liabilities).

Also on March 4, 2026, representatives of American Exchange Group informed representatives of TD Cowen that American Exchange Group intended to submit a revised proposal by March 6, 2026.

On March 5, 2026, Party N submitted an indication of interest to acquire all of the Company’s intellectual property (with no other assets) at a proposed purchase price range of $30 million to $40 million, subject to the Company continuing to operate as a standalone company or Party N finding an operating group with which to partner.

Also on March 5, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, to discuss the status of proposals and indications of interest received.

On March 6, 2026, American Exchange Group submitted a revised letter of intent to acquire the Company’s intellectual property, inventory, accounts receivable, accounts payable, and other current liabilities for $37.5 million, with a signing date of March 30, 2026.

Also on March 6, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, to review the proposals and indications of interest received through such date. Party I, Party J, Party K, Party M, and American Exchange Group each had submitted written proposals. Party I and Party M had submitted proposals to acquire only certain assets of the Company, without the assumption of any accounts payable or other current liabilities. The Special Committee and other Board members discussed with senior management and the Company’s advisors a comparison of the proposals received, noting that when taking into consideration assumed accounts payable and other current liabilities that American Exchange Group’s proposal included (approximately $26.5 million based on then estimated amounts), Party I’s $50 million proposal represented approximately $23.5 million on a comparable basis, and Party M’s $60 million proposal represented approximately $33.5 million on a comparable basis. The written proposals submitted by Party J and Party K, which had included an assumption of accounts payable and other current liabilities, were $34 million and $37 million, respectively. In light of the foregoing, the Special Committee and other Board members determined that American Exchange Group’s $37.5 million proposal was the highest proposed value received for the Company on a comparable basis and directed senior management and the Company’s advisors to continue negotiations with American Exchange Group.

On March 8, 2026, following negotiations, American Exchange Group submitted its final offer to acquire the Company’s intellectual property, inventory, accounts receivable, accounts payable, and other current liabilities for $39 million. Later that day, Mr. Vernachio, on behalf of the Company, and with approval of the Special Committee and other Board members, executed the letter of intent with American Exchange Group.

On March 10, 2026, counsel for American Exchange Group (“Buyer’s Counsel”) provided a proposed form of asset purchase agreement to the Company and Holland & Hart.

On March 11, 2026, the Special Committee and other Board members met, together with senior management, and representatives of TD Cowen and Holland & Hart, to discuss next steps with American

Exchange Group. At this meeting, the Special Committee and other Board members directed Holland & Hart to draft the Asset Purchase Agreement on behalf of the Company.

From March 11, 2026 to March 16, 2026, Holland & Hart, on behalf of the Company, drafted the Asset Purchase Agreement based on feedback from the Special Committee, other Board members, and senior management.

On March 16, 2026, Holland & Hart circulated the initial draft of the Asset Purchase Agreement to Buyer’s Counsel. Also on March 16, 2026, a representative of the Company contacted a representative of Duff & Phelps regarding a potential engagement to provide a fairness opinion in connection with a possible transaction.

On March 17, 2026, the Company received a presentation on the qualifications of Duff & Phelps.

On March 17, 2026 and March 18, 2026, representatives of American Exchange Group conducted detailed due diligence sessions with the Company’s senior management.

On March 18, 2026, Buyer’s Counsel provided to the Company and Holland & Hart, an issues list regarding the initial draft of the Asset Purchase Agreement.

On March 19, 2026, the Special Committee and other Board members authorized the Company’s senior management to engage an independent third-party to provide a fairness opinion in connection with a possible transaction. With approval of the Special Committee and other Board members, senior management executed an engagement letter on behalf of the Company with Duff & Phelps to deliver a fairness opinion in connection with the Asset Sale. For information regarding the terms of such engagement, see “The Asset Sale Proposal (Proposal No. 1)—Engagement of Financial Advisors—Duff & Phelps.” Thereafter, Duff & Phelps was provided with access to the Company’s virtual data room and held discussions with senior management in connection with a due diligence review of the Company and its business.

Also on March 19, 2026, Holland & Hart, on behalf of the Company, based on feedback from the Special Committee, other Board members, and senior management, responded to Buyer’s counsel regarding the previously circulated issues list.

On March 20, 2026, Buyer’s Counsel circulated to the Company and Holland & Hart, a revised draft of the Asset Purchase Agreement, reflecting proposed resolution on all open points.

From March 20, 2026 to March 29, 2026, Buyer’s Counsel and Holland & Hart, based on feedback from their respective clients, circulated multiple revised drafts of the Asset Purchase Agreement.

On March 24, 2026, Duff & Phelps completed its initial technical review of the business and provided follow-up questions and data requests to senior management, which were addressed over the following day.

On March 25, 2026, American Exchange Group provided a draft list of requested services for a transition services agreement (the “Transition Services Agreement”). Later that day, the Company provided American Exchange Group with the Company’s schedules to the draft Asset Purchase Agreement.

On March 26, 2026, the Special Committee met to review and evaluate the Asset Sale, the Asset Purchase Agreement and related matters and documents, and recommended the approval of the asset sale, the Asset Purchase Agreement and related matters and documents by the Board. In connection with the Special Committee’s review and evaluation, Duff & Phelps delivered its financial analysis and rendered an oral opinion, subsequently confirmed by delivery of a written opinion dated March 27, 2026, to the Special Committee to the effect that, as of that date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications described in its opinion, the amount estimated by management to be

distributed to the public holders of common stock of the Company following the Asset Sale and Distribution was fair, from a financial point of view, to such holders, which expressly excludes Maveron, LLC, Joseph Zwillinger and Timothy Brown (without giving effect to any impact of the Proposed Transaction (as such term is defined under “The Asset Sale (Proposal No. 1)—Kroll Opinion”) on any particular stockholder, other than in its capacity as a stockholder, or any other person or group interested in the Asset Sale or Dissolution. A summary of that opinion, including the material assumptions, procedures, analyses and limitations, is included under “The Asset Sale (Proposal No. 1)—Kroll Opinion.”

On March 27, 2026, the Company provided American Exchange Group with a draft term sheet for the Transition Services Agreement based on the framework and list of services previously requested. In parallel, the Asset Purchase Agreement and related schedules continued to be finalized.

Later in the day on March 27, 2026, the Special Committee and the Board met to discuss the approval of the execution of the Asset Purchase Agreement, subject to final resolution of any remaining outstanding items. At a meeting of the Board on March 27, 2026 and by unanimous written consent taken on March 29, 2026, the Board discussed and resolved to adopt and approve the Asset Sale and Asset Purchase Agreement and the transactions contemplated thereby, and to recommend that the Company’s stockholders vote for the approval of the Asset Sale. The considerations taken into account by the Special Committee and Board in determining to proceed with the transaction are described under “Reasons for the Asset Sale” above.

On March 29, 2026, American Exchange Group and the Company agreed to the final execution version of the Asset Purchase Agreement. As previously noted, by unanimous written consent taken on March 29, 2026, the Board discussed and resolved to adopt and approve the Asset Sale and Asset Purchase Agreement and the transactions contemplated thereby, and to recommend that the Company’s stockholders vote for the approval of the Asset Sale. Thereafter, also on March 29, 2026, American Exchange Group and the Company executed the Asset Purchase Agreement.

On March 30, 2026, after market close, the Company publicly announced entry into the Asset Purchase Agreement and the transactions contemplated thereby through the issuance of a press release and the filing of a Current Report on Form 8-K with the SEC.

Kroll Opinion

Opinion of Duff & Phelps to the Special Committee

On March 19, 2026, the Company executed an engagement letter retaining Duff & Phelps to serve as an independent financial advisor to the Special Committee (solely in their capacity as members of the Special Committee), specifically to provide the Special Committee with a fairness opinion in connection with the proposed Asset Sale and Dissolution (as used in this “Kroll Opinion” section, “Proposed Transaction”).

On March 27, 2026, Duff & Phelps rendered its oral opinion (which was subsequently confirmed in writing by the delivery of its written opinion, dated March 27, 2026) (the “Kroll Opinion”), to the Special Committee stating that, as of the date of the Kroll Opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the Kroll Opinion, the $1.34 per share of common stock (as used in this “Kroll Opinion” section, “Company Common Share”) that management of the Company estimated would be available to distribute to the holders of the Company Common Shares following consummation of the Proposed Transaction (such amount as estimated by management of the Company, the “Distribution Amount”), and is fair from a financial point of view to the public holders of Company Common Shares, which expressly excludes Maveron, LLC, Joseph Zwillinger and Timothy Brown (without giving effect to any impact of the Proposed Transaction on any particular stockholder, other than in its capacity as a stockholder, or any other person or group interested in the Proposed Transaction). Duff &

Phelps assumed that the amount distributed to the stockholders in the Proposed Transaction would equal the Distribution Amount as estimated by management of the Company. Such estimate by management was based on assumptions that may vary from actual results and as a result the amount available to distribute to stockholders may vary materially from the Distribution Amount. Management’s calculation of the Distribution Amount is described in this proxy statement in “The Asset Sale (Proposal No. 1)—Net Proceeds from the Asset Sale and Their Expected Use”.

In selecting Duff & Phelps, the Special Committee considered, among other things, the fact that Duff & Phelps is a global leader in providing fairness opinions to boards of directors and special committees of boards of directors. Duff & Phelps is regularly engaged in the valuation of businesses and their securities and the provision of fairness opinions in connection with various transactions.

The Kroll Opinion was approved by Duff & Phelps’ opinion review committee. The Kroll Opinion was provided for the information of, and directed to, the Special Committee for its information and assistance in connection with the Proposed Transaction and does not address any other aspect or implication of the Proposed Transaction.

The full text of the Kroll Opinion is attached to this proxy statement as Annex B and is incorporated into this document by reference. The summary of the Kroll Opinion set forth herein is not a comprehensive description of all analyses and factors considered by Duff & Phelps and is qualified in its entirety by reference to the full text of the Kroll Opinion. The Company’s stockholders are urged to read the Kroll Opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered, limitations of the review undertaken by Duff & Phelps in connection with the Kroll Opinion, as well as other qualifications contained in the Kroll Opinion. However, the Kroll Opinion, the summary of the Kroll Opinion and the related analyses set forth in this proxy statement are not intended to be, and do not constitute, advice or a recommendation to holder of Company Common Shares as to how to act or vote with respect to the Proposed Transaction or any other matter.

In connection with the Kroll Opinion, Duff & Phelps made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances to enable Duff & Phelps to render the Kroll Opinion. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations and financial analysis with respect to the preparation of the Kroll Opinion included, but were not limited to, the items summarized below:

•

reviewed the following documents:

•

the Company’s annual reports and audited financial statements on Form 10-K filed with the Securities and Exchange Commission (“SEC”) for the years ended December 31, 2022 through December 31, 2024 and the Company’s unaudited interim financial statements for nine months ended September 30, 2025 included in the Company’s Form 10-Q filed with the SEC;

•

the Company’s draft Form 10-K for the year ended December 31, 2025;

•

unaudited segment and pro forma financial information for the Company for the years ended December 31, 2022 through December 31, 2025 and the one month ended January 31, 2026, which the Company’s management identified as being the most current financial statements available;

•

the forecasted month-end balance sheets for February through May 2026 provided to Duff & Phelps by management of the Company and on which Duff & Phelps has relied, at the Company’s and the Special Committee’s direction, in performing its analysis (the “Management Budget”);

•

the preliminary actual and forecasted month-end operating results for February through May 2026, which are included in the Management Projections defined and described under “The Asset Sale (Proposal No. 1)—Certain Unaudited Prospective Financial Information;”

•

the Company’s Confidential Information Presentation dated Winter 2025 – 2026 (the “CIM”);

•

a calculation of the Distribution Amount prepared by management of the Company;

•

other internal documents relating to the history, current operations, and probable future outlook of the Company;

•

a letter dated March 27, 2026 from the management of the Company which made certain representations as to (i) historical financial statements and (ii) Management Budget, and wind-down costs and advisor fees for the Company and the underlying assumptions; and

•

the draft of the Asset Purchase Agreement, provided March 23, 2026, between the Company and Allbirds IP LLC, including the schedules and exhibits thereto, provided March 26, 2026 (the “Asset Purchase Agreement”);

•

discussed the information referred to above and the background and other elements of the Proposed Transaction with the management of the Company;

•

reviewed the historical trading price and trading volume of the Company’s common stock, and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant;

•

performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including an analysis of selected public companies that Duff & Phelps deemed relevant and a liquidation analysis; and

•

conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.

In performing its analyses and rendering the Kroll Opinion with respect to the Proposed Transaction, Duff & Phelps, with the Company’s consent:

•

relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Company management and its advisors, and did not independently verify such information;

•

relied upon the fact that the Special Committee and the Company have been advised by counsel as to all legal matters with respect to the Proposed Transaction, including whether all procedures required by law to be taken in connection with the Proposed Transaction have been duly, validly and timely taken;

•

assumed that the Management Budget, wind-down costs, advisor fees and any other estimates, evaluations and forecasts furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person(s) furnishing the same, and Duff & Phelps expresses no opinion with respect to the Management Budget, wind-down costs, advisor fees and any other estimates provided by management of the Company or their underlying assumptions;

•

assumed that information supplied and representations made by Company management are substantially accurate regarding the Company and the Proposed Transaction

•

assumed that the representations and warranties made in Purchase Agreement are substantially accurate;

•

assumed that the final versions of all documents reviewed by Duff & Phelps in draft form conform in all material respects to the drafts reviewed;

•

assumed that there has been no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of the Company since the date of the most recent financial statements and other information made available to Duff & Phelps, and that there is no information or facts that would make the information reviewed by Duff & Phelps incomplete or misleading;

•

assumed that all of the conditions required to implement the Proposed Transaction will be satisfied and that the Proposed Transaction will be completed as contemplated, and the Purchase Agreement will be consummated without any amendments thereto or any waivers of any terms or conditions thereof; and

•

assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Proposed Transaction will be obtained without any adverse effect on the Company.

The Kroll Opinion states that to the extent that any of the foregoing assumptions or any of the facts on which the Kroll Opinion was based prove to be untrue in any material respect, the Kroll Opinion cannot and should not be relied upon. Furthermore, in Duff & Phelps’ analysis and in connection with the preparation of the Kroll Opinion, Duff & Phelps made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transaction.

Duff & Phelps prepared the Kroll Opinion effective as of the date thereof. The Kroll Opinion was necessarily based upon market, economic, financial and other conditions as they existed and could be evaluated as of the date thereof, and Duff & Phelps disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the Kroll Opinion which may come or be brought to the attention of Duff & Phelps after the date thereof.

Duff & Phelps did not evaluate the Company’s solvency or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise). Duff & Phelps was not requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Proposed Transaction, the assets, businesses or operations of the Company, or any alternatives to the Proposed Transaction; (ii) negotiate the terms of the Proposed Transaction, and therefore, Duff & Phelps assumed that such terms were the most beneficial terms, from the Company’s perspective, that could, under the circumstances, be negotiated among the parties to the Agreement and the Proposed Transaction; or (iii) advise the Special Committee or any other party with respect to alternatives to the Proposed Transaction. Duff & Phelps did not express any view as to any other aspect or implication of the Proposed Transaction or any other agreement, arrangement or understanding entered into in connection with the Transaction or otherwise, including the fairness to the interests of those materially affected by the Proposed Transaction (including customers, employees, partners, and the communities in which the Company operates), or the public benefit or benefits identified in the Company’s certificate of incorporation.

Duff & Phelps did not express any opinion as to the market price or value of the Company’s common stock (or anything else) prior to or after the announcement or the consummation of the Proposed Transaction. The Kroll Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. Duff & Phelps did not make, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter.

In rendering the Kroll Opinion, Duff & Phelps did not express any opinion with respect to the amount or nature of any compensation to any of the Company’s officers, directors, or employees, or any class of such persons, relative to the Distribution Amount, or with respect to the fairness of any such compensation.

The Kroll Opinion was furnished for the use and benefit of the Special Committee in connection with its consideration of the Proposed Transaction. Duff & Phelps has consented to the inclusions of the Kroll Opinion and the description of the Kroll Opinion in this proxy statement, including any supplements or amendments thereto. The Kroll Opinion (i) does not address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction; (ii) does not address any transaction related to the Proposed Transaction; (iii) is not a recommendation as to how the Special Committee or any stockholder should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction, and (iv) does not indicate that the Distribution Amount was

the best possibly attainable under any circumstances; instead, it merely states whether the Distribution Amount was within a range suggested by certain financial analyses Duff & Phelps deemed appropriate in its professional judgment. The decision as to whether to proceed with the Proposed Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the Kroll Opinion was based. The Kroll Opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party.

Overview of Financial Analyses Performed by Duff & Phelps

Set forth below is a summary of the material analyses performed by Duff & Phelps in connection with the delivery of the Kroll Opinion to the Special Committee. This summary is qualified in its entirety by reference to the full text of the Kroll Opinion, attached hereto as Annex B. While this summary describes the analysis and factors that Duff & Phelps deemed material in its presentation to the Special Committee, it is not a comprehensive description of all analyses and factors considered by Duff & Phelps. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analyses and the application of these methods to the particular circumstances. Therefore, neither the Kroll Opinion nor Duff & Phelps’ underlying analysis is susceptible to partial analysis or summary description.

In arriving at the Kroll Opinion, Duff & Phelps relied primarily on its liquidation analysis, which incorporated, among other things, the IP Asset valuation described below. While Duff & Phelps also reviewed certain supplemental market data, such supplemental analysis was not relied upon for purposes of the Kroll Opinion, as the Company is not expected to operate as a going concern. Accordingly, Duff & Phelps believes that the liquidation analysis and its component analyses must be considered as a whole and that selecting portions of such analysis without considering all components and factors could create a misleading or incomplete view of the evaluation process underlying the Kroll Opinion.

The financial analyses summarized below include information presented in tabular format. In order for Duff & Phelps’ financial analyses to be fully understood, the table must be read together with the text of the summary. Tables alone do not constitute a complete description of financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Duff & Phelps’ financial analyses.

Liquidation Analysis

Duff & Phelps primarily relied on a liquidation analysis because management of the Company determined that there was substantial doubt that the Company could continue as a going concern. Among other things, management of the Company noted that (i) the Company was not profitable and had incurred significant losses since inception, (ii) management expected the Company to continue to incur significant losses and negative cash flows from operating activities in the future, and (iii) if the Asset Sale was not completed, management did not anticipate that the Company would be able to meet its future liquidity needs without accessing additional capital or engaging in strategic transactions (none of which could be forecasted as of the date of rendering the Kroll Opinion). The Board undertook a robust strategic review process beginning in September 2025, which was led by the Special Committee starting in October 2025, through which the Special Committee and Board explored strategic alternatives for the Company as a whole or in part.

For the purposes of its liquidation analysis, Duff & Phelps used and relied upon the Management Budget, which is included as of May 31, 2026 below. At the direction of the Special Committee, Duff & Phelps assumed that the Company would undergo an orderly liquidation as of May 31, 2026.

Each material asset and liability in the Management Budget was reviewed and adjusted by Duff & Phelps based on recovery percentages and settlement amounts estimated by Duff & Phelps, following discussions with

management of the Company, using its professional judgement and experience in order to arrive at a range of estimated recovery values and settlement amounts for such assets and liabilities.

In addition, Duff & Phelps utilized the relief-from-royalty method to determine a fair market value for all of the intellectual property being sold in the Asset Sale (the “IP Assets”). This method is a derivation of the discounted cash flow method that provides an estimate of the value of intellectual property assets based on hypothetical royalty payments that could be avoided in situations in which a company owns the IP assets rather than having to license them from a third party. See the discussion under “Opinion of the Duff & Phelps to the Special Committee—Overview of Financial Analyses Performed by Duff & Phelps—IP Asset Analysis” below.

Management of the Company also provided estimated wind-down costs that would be incurred by the Company if the Company were to sell its assets in an orderly manner and pay or provide for all of the Company’s liabilities and obligations. Duff & Phelps did not independently verify these estimates.

The liquidation analysis does not constitute an appraisal of the assets of the Company.


$ in millions except Proceeds per Share				% Recoverable / % of Obligations ⁽¹⁾
	Management Budget as of 5/31/2026			Low			High			Low			High
Cash	$	3.1			100	%		100	%	$	3.1		$	3.1
IP Assets		1.5			NM			NM			30.0	⁽⁴⁾		40.0	⁽⁴⁾
Accounts Receivable		3.7			70	%		90	%		2.6			3.3
Inventory		39.3			60	%		70	%		23.6			27.5
Prepaid Expenses and Other Current Assets		10.2			50	%		70	%		5.1			7.1
PP&E		8.0			10	%		10	%		0.8			0.8
Accounts Payable		(23.8	)		100	%		100	%		(23.8	)		(23.8	)
Accrued Expenses and Other Current Liabilities ⁽²⁾		(7.8	)		100	%		100	%		(7.8	)		(7.8	)
Deferred Revenue		(1.5	)		100	%		100	%		(1.5	)		(1.5	)
Term Loan (ABL)		(18.9	)		100	%		100	%		(18.9	)		(18.9	)
Less: Employee Severance		(3.5	)		100	%		100	%		(3.5	)		(3.5	)
Less: Lease Breakage Costs		(0.6	)		100	%		100	%		(0.6	)		(0.6	)
Less: Other Contract Breakage Costs		(3.0	)		100	%		100	%		(3.0	)		(3.0	)
Less: Litigation Costs		(0.5	)		100	%		100	%		(0.5	)		(0.5	)
Less: Total Advisor Expenses		(5.4	)		100	%		100	%		(5.4	)		(5.4	)

Net Liquidation Value										$	0.2		$	16.9
Fully Diluted Shares Outstanding (000s) ⁽³⁾											9,195			9,195
Proceeds Per Share										$	0.02		$	1.83

(1)	Adjustments based on discussions with management of the Company

(2)	Excludes accrued payroll, which is accounted for in employee severance

(3)	Per management of the Company

(4)	See the discussion under “Opinion of the Financial Advisor Duff & Phelps to the Special Committee—Overview of Financial Analyses Performed by Duff & Phelps—IP Asset Analysis” below.

Based on its liquidation analysis, Duff & Phelps arrived at an indicated net liquidation value range for the Company of $0.2 million to $16.9 million and an indicated per share value range of $0.02 to $1.83 (the “Indicated Distribution Range”).

Duff & Phelps observed that the Distribution Amount estimated by management of the Company to be received by public stockholders of the Company in the Proposed Transaction was within the Indicated Distribution Range derived from Duff & Phelps’ liquidation analysis.

IP Asset Analysis

Duff & Phelps utilized the relief-from-royalty method to value the IP Assets. The relief from royalty method is a derivation of the discounted cash flow method that provides an estimate of the value of intellectual property assets based on hypothetical royalty payments that could be avoided in situations in which a company owns the IP assets rather than having to license them from a third party. The relief from royalty method estimates the value of the IP assets based on the projected, after-tax royalty savings over the remaining useful life of the assets. The relief from royalty method uses projected cash flows over a discrete projection period, and, if warranted, cash flows beyond the discrete projection period, into perpetuity (the “Terminal Value”). The projected cash flows for each year in the discrete projection period and the Terminal Value (if applicable) are then converted to their present value equivalents using a discount rate that reflects the relative risk associated with these cash flows, as well as the rate of return that investors could expect to realize on alternative investment opportunities with similar risk profiles as the IP assets.

Duff & Phelps calculated the Company’s hypothetical after-tax royalties avoided based on projected sales. In performing its analysis, Duff & Phelps relied on the projection of the Company’s revenue for full year 2026 included in the CIM. The projection set forth in the CIM was subsequently adjusted downward by management of the Company pursuant to the Management Projections described under “The Asset Sale (Proposal No. 1)—Certain Unaudited Prospective Financial Information.” Duff & Phelps did not take into account the updated projection set forth in the Management Projections for purposes of performing the calculation described in this paragraph, which resulted in a more conservative approach to the valuation of the IP Assets as it yielded a higher indicated value, and accordingly, a higher level of proceeds from the Asset Sale necessary to support the fairness of the Distribution Amount.

Following discussions with management of the Company and utilizing its professional judgement, given the newness of the Company’s brand, Duff & Phelps estimated 2027 through 2036 revenue under two different scenarios.

Scenario 1 represents a case in which the brand declines after several years of moderate growth. Under Scenario 1, revenue grows by 5% per year from 2027 through 2031, 0% in 2032, declines by 20% in each year between 2033 and 2036, and has no Terminal Value.

Scenario 2 represents an indefinite life case whereby the brand continues into perpetuity. Duff & Phelps estimated 2027 through 2036 revenue under Scenario 2, in which revenue grows by 5% per year from 2027 through 2034, 3% in 2035 through 2036, and the terminal growth rate is 3%.

Duff & Phelps estimated a royalty rate range of 4% to 6% based on comparable market royalty transactions. Duff & Phelps estimated taxes of 28%, based on a blended federal and state tax rate.

Duff & Phelps discounted the IP Assets’ projected cash flows and Terminal Value (if applicable) to the present to obtain an indicated value for the IP Assets using a weighted average cost of capital ranging from 20% to 24%, which was calculated utilizing a capital asset pricing model based on inputs derived from market data, including data from selected public companies that Duff & Phelps deemed relevant.

Using the relief-from-royalty method, Duff & Phelps arrived at an indicated value range for the IP Assets of $25 million to $33 million in Scenario 1 and $35 million to $43 million in Scenario 2, resulting in an overall value range of $30 million to $40 million.

Fees and Expenses; Disclosure of Prior Relationships

As compensation for Duff & Phelps’ services in connection with the rendering of the Kroll Opinion to the Special Committee, the Company agreed to pay Duff & Phelps an aggregate fee of $300,000, consisting of a nonrefundable retainer of $100,000 payable upon engagement and $200,000 earned upon Duff & Phelps informing the Special Committee that it was prepared to deliver the Kroll Opinion and payable within 30 days of such notification. No portion of Duff & Phelps’ fee is refundable or contingent upon either the conclusion expressed in the Kroll Opinion or the consummation of the Proposed Transaction.

The Company has also agreed to indemnify Duff & Phelps for certain liabilities arising out of its engagement. Furthermore, the Company agreed to reimburse Duff & Phelps, from time to time upon request, for its reasonable out-of-pocket expenses (including travel, meals, lodging, etc.) and for reasonable fees and expenses of outside legal counsel retained by Duff & Phelps, not to exceed $25,000, in the aggregate, without the Company’s written consent, not to be unreasonably withheld, delayed or conditioned.

The terms of the fee arrangements with Duff & Phelps, which the Company believes are customary in transactions of this nature, were negotiated at arm’s length, and the Special Committee and the Board are aware of these fee arrangements.

Other than this engagement with respect to the Kroll Opinion, during the two years preceding the date of the Kroll Opinion, Duff & Phelps did not have any material relationship with any party to the Proposed Transaction for which compensation was received or was intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

Certain Unaudited Prospective Financial Information

The Company does not, as a matter of course, publicly disclose long-term projections as to operating results, primarily because of the inherent uncertainty of the underlying assumptions and estimates. However, in connection with the Board’s evaluation of the proposed Asset Sale, management of the Company prepared certain non-public financial projections (the “Management Projections”). The Management Projections were provided to: (i) Duff & Phelps in connection with its fairness opinion described under “The Asset Sale (Proposal No. 1)—Kroll Opinion,” and (ii) American Exchange Group in connection with its evaluation of the potential the transaction. The Company is including a summary of the Management Projections in this proxy statement solely because those projections were made available in connection with the evaluation of the Asset Sale and were evaluated by the Special Committee and other members of the Board in evaluating and approving the Asset Sale. This summary is not included to influence any stockholder’s decision whether to vote for or against the Asset Sale or for any other purpose.

The Management Projections were prepared by, and are the responsibility of, the Company’s management. The Management Projections were not prepared with a view toward public disclosure or toward compliance with generally accepted accounting principles in the United States (“GAAP”), the published guidelines of the SEC regarding projections and forward-looking statements, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.

The Management Projections reflect estimates, assumptions and judgements that were believed by management to be reasonable at the time they were prepared based on the information then available. Nonetheless, such estimates, assumptions and judgements are inherently uncertain and many are beyond the control of the Company’s management, including assumptions regarding industry performance, general business,

economic, market and financial conditions and other future events. Accordingly, there can be no assurance that the forecasted results will be realized, and actual results may differ materially from those reflected in the Management Projections. These projections also do not take into account the effect of the completion or failure to complete the Asset Sale, unless expressly indicated otherwise.

The inclusion of a summary of the Management Projections in this proxy statement should not be regarded as an indication that the Company, the Board, the Special Committee, American Exchange Group or any of their respective advisors or any other recipient of this information considered, or now considers, the Management Projections to be necessarily predictive of actual future results. Except to the extent required by applicable law, the Company does not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date they were prepared or to reflect the occurrence of future events, even in the event that any assumptions underlying such projections are shown not to be appropriate.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has not audited, reviewed, examined, compiled or performed any procedures with respect to the Management Projections and, accordingly, does not express an opinion or any other form of assurance with respect thereto. This prospective financial information was prepared by management and is the responsibility of management. This proxy statement also contains forward-looking statements, and the Management Projections should be read together with the information under “Special Note Regarding Forward-Looking Statements.” The Company cautions investors not to place undue reliance on the Management Projections.

A summary of the Management Projections (all numbers in millions) is set forth below:


	January 2026 (Prelim. Actual)			February 2026 (Prelim. Actual)			March 2026 (Est.)			April 2026 (Est.)			May 2026 (Est.)			June 2026 (Est.)			July 2026 (Est.)			August 2026 (Est.)			September 2026 (Est.)			October 2026 (Est.)			November 2026 (Est.)			December 2026 (Est.)
Net Revenue	$	7.1		$	5.8		$	6.9		$	7.2		$	8.9		$	9.6		$	11.6		$	10.6		$	11.5		$	12.4		$	19.0		$	21.3
Adjusted EBITDA	$	(6.1	)	$	(4.9	)	$	(5.5	)	$	(3.8	)	$	(3.3	)	$	(3.0	)	$	(1.9	)	$	(2.6	)	$	(2.4	)	$	(2.8	)	$	(1.5	)	$	(0.5	)

The Management Projections include unaudited, preliminary actual results for January and February 2026 and projections for March to December 2026.

This proxy statement includes references to adjusted EBITDA, which is a non-GAAP financial measure. This non-GAAP financial measure should not be considered as an alternative to net loss as calculated and presented in accordance with GAAP.

A reconciliation of adjusted EBITDA for January and February 2026 follows (all numbers in millions):


	Jan ‘26			Feb ‘26
Net Loss		(7.3	)		(4.7	)
Add (deduct):
Stock-based compensation expense
Depreciation and amortization expense		0.5			0.5
Impairment expense
Restructuring expense		0.5			0.6
Other expense		0.0			(1.5	)
Interest expense (income)		0.2			0.2
Income tax provision

Adjusted EBITDA		(6.1	)		(4.9	)

A reconciliation of adjusted EBITDA to the corresponding GAAP financial measure is not available on a forward-looking basis without unreasonable effort as we are currently unable to predict with a reasonable degree of certainty certain expense items that are excluded in calculating adjusted EBITDA, although it is important to note that these factors could be material to our results computed in accordance with GAAP.

Adjusted EBITDA is defined as net loss before stock-based compensation expense, depreciation and amortization expense, impairment expense, restructuring expense (consisting of professional fees, personnel and related expenses, and other related charges resulting from our strategic initiatives), non-cash gains or losses on the sales of businesses relating to our strategic initiatives, other income or expense (consisting of non-cash changes in the fair value of our equity investments, non-cash gains or losses on foreign currency, non-cash gains or losses on sales of property and equipment, and non-cash gains or losses on modifications or terminations of leases), interest income or expense, and income tax provision or benefit.

Net Proceeds from the Asset Sale and Their Expected Use

Pursuant to the Asset Purchase Agreement, the Buyer will pay to the Company an aggregate purchase price of $39 million in cash (the “Purchase Price”) upon the closing of the Asset Sale (the “Closing”), subject to standard purchase price adjustments as set forth in the Asset Purchase Agreement, and less the Escrow Fund (as defined herein). The purchase price adjustment is based on the Closing Net Asset Value relative to a $2.5 million baseline amount and any Open PO Adjustment Amount. Within two business days following the Execution Date, Buyer was required to deposit $2 million in cash (the “Deposit Amount”) into an escrow account, and if and when the Closing occurs, the Deposit Amount, together with any interest earned thereon, will be released from escrow and credited against the Purchase Price payable at Closing. In addition, at the Closing, Buyer will deposit an amount equal to $3 million (the “Escrow Fund”), which amount is included in the total Purchase Price, with the Escrow Agent, and the Escrow Fund will serve as the primary source of recovery for (i) any negative purchase price adjustment under the Asset Purchase Agreement, and (ii) any inaccuracy in the Surviving Representations (as defined herein) during the Survival Period (as defined herein).

The Company expects to receive net proceeds of approximately $ million from the Asset Sale, after payment of transaction and other related expenses, and applicable taxes (if any), assuming the purchase price of $39.0 million.

If the stockholders approve the Asset Sale, the Company intends to make a distribution, in the form of a special dividend, to the stockholders of record as of May 20, 2026 (the “Dividend Record Date”) of a portion of the proceeds from the Asset Sale (such special dividend, the “Asset Sale Dividend”). This is not a liquidating distribution, which would only be made in the event of a subsequent Dissolution. Stockholders will continue to own stock in the Company and the Company anticipates continuing operations as a Nasdaq-listed company, including the anticipated Electronics Infrastructure Business, following the consummation of the Asset Sale.

The amount and timing of the Asset Sale Dividend and any other distributions to stockholders will be determined by the Board in its discretion. The Board currently anticipates that the Asset Sale Dividend will be made in July 2026, following the closing of the Asset Sale and the release of funds from the Escrow Fund, if any. The amount and timing of the Asset Sale Dividend and any other distributions to stockholders will be determined by the Board in its discretion. The Board currently anticipates that the Asset Sale Dividend may be approximately $ per share of common stock (based on shares of Class A common stock and shares of Class B common stock outstanding on the Record Date) (the “Asset Sale Distribution Amount”). The final amount of the Asset Sale Dividend may vary significantly from this estimate, positively or negatively, based on a number of factors, many of which are outside of our control, including, but not limited to: the realization of profit from the sale of assets; benefits from the collection of security deposits, cash collateral and other prepaid costs, tax prepayments, and cash balances; costs associated with various known and unknown liabilities and other contingencies, including the balance on our existing credit facility, accounts payable, taxes,

employee costs, lease obligations, costs associated with contracts, and litigation matters; costs associated with the transactions described herein, including legal, accounting, financial advisor, and other transaction fees; and unanticipated liabilities or expenses. There can be no assurance as to the timing and amount of the Asset Sale Dividend and any other distributions to our stockholders, if any.

For tax consequences arising if the Company completes the Asset Sale and distributes some or all of the proceeds as one or more distributions, see the section entitled “Material United States Federal Income Tax Consequences to Allbirds Stockholders.”

Interests of Our Directors and Executive Officers in the Asset Sale

In considering the recommendation of the Board with respect to the Asset Sale, our stockholders should be aware that certain of the Company’s executive officers and directors have interests in the Asset Sale that may be different from, or in addition to, the interests of our stockholders generally. All such interests are described below to the extent material, and except as described below, such persons have, to our knowledge, no material interest in the Asset Sale apart from those of stockholders generally. These interests include:

•

Concentrated Voting Control. Our Class B common stock has 10 votes per share and our Class A common stock has one vote per share. Certain members of our directors, and entities affiliated with certain of our directors, beneficially owned approximately of the shares of our Class B common stock that were issued and outstanding on the Record Date. As of the Record Date, these holders represented approximately % of the voting power of our outstanding capital stock. As a result, such holders will have the ability to control the outcome of proposals submitted to our stockholders for approval herein. For more information, see the section titled “Security Ownership of Certain Beneficial Owners and Management” on page 80.

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Support Agreements. In connection with the Asset Sale, the Company has entered into Support Agreements with Messrs. Zwillinger and Brown, our co-founders and members of our Board of Directors, Mr. Boyce, a member of our Board of Directors, and entities affiliated with Maveron, a holder of greater than 5% of our Class B common stock and which nominated Mr. Levitan to serve as a member of our Board of Directors. Pursuant to such Support Agreements, the subject parties have agreed to vote all of the shares of common stock owned by such individuals and entities, approximately % of the vote in the aggregate, as of the Record Date, in favor of each of the proposals recommended by our Board.

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Executive Retention Plan. In connection with the Asset Sale, the Management Compensation and Leadership Committee (the “Compensation Committee”) of the Board approved executive retention compensation (the “Executive Retention Plan”) for certain senior-level executives. The Executive Retention Plan provides for a lump sum, one-time cash payment, less applicable tax withholdings, in the following amounts: $500,000 for Joseph Vernachio, and $400,000 for Ann Mitchell (each, an “Executive Awards”). The Executive Awards are subject to a “clawback” requirement, which provides that each Executive must repay the net (after-tax) amount of their respective Executive Award if such Executive voluntarily terminates their employment with the Company prior to the date of the Closing.

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D&O Indemnification. Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our Bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and Bylaws also provide our Board of Directors with discretion to indemnify our employees and other agents when determined appropriate by our Board. The Company has also entered into indemnity agreements with each of our directors and executive officers, which requires us to indemnify them. Our directors and executive officers will retain the right to continued indemnification and insurance coverage for acts or omissions occurring prior to the Asset Sale and arising out of the fact that such person was a director or officer of the Company prior to the Asset Sale.

The Special Committee was aware of these interests and considered them, among other matters, in approving the Asset Sale pursuant to the Asset Purchase Agreement, and recommending the approval of such matters by the Board. The Board was also aware of these interests and considered them, among other matters, in making its recommendation.

Appraisal Rights in Respect of the Asset Sale

Appraisal rights are a statutory remedy available in many states to stockholders who object to certain extraordinary actions taken by a corporation, such as mergers or certain other change of control transactions. This remedy typically allows dissenting stockholders to require the corporation to buy their stock at a price equal to its fair value immediately before the extraordinary corporate action is taken. Under Delaware law, our stockholders are not entitled to appraisal rights in connection with the Asset Sale.

Regulatory Matters

Mergers and acquisitions that may have an impact in the United States are subject to review by the Department of Justice and the Federal Trade Commission to determine whether they comply with applicable antitrust laws. We believe that the Asset Sale is not subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or the reporting and waiting requirements of any other U.S. antitrust law.

Accounting Treatment of the Asset Sale

If the Asset Sale is consummated, it is expected to be accounted for as a “sale” by the Company, as that term is used under generally accepted accounting principles, for accounting and financial reporting purposes.

Recommendation of the Board

After careful consideration, the Board unanimously recommends that you vote “FOR” the Asset Sale Proposal.

Stockholder Approval Requirement

We are organized under the corporate laws of the State of Delaware. The Asset Sale may be deemed to constitute the sale of “substantially all” of our property and assets under Section 271 of the DGCL. Section 271 of the DGCL requires that a Delaware corporation, including a public benefit corporation, obtain the approval of the holders of a majority of the outstanding stock of the corporation entitled to vote thereon for the sale of “all or substantially all of its property and assets.” We have determined to seek stockholder approval of the Asset Sale in the event it is deemed to constitute a sale of substantially all assets. Additionally, approval of the Asset Sale by our common stockholders is a closing condition under the Asset Purchase Agreement.

THE ASSET PURCHASE AGREEMENT

The following is a summary of certain of the terms of the Asset Purchase Agreement. This summary does not purport to describe all the terms of the Asset Purchase Agreement and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is attached as Annex A. We urge you to read the Asset Purchase Agreement carefully and in its entirety because it, and not the summary set forth in this proxy statement, is the legal document that governs the Asset Sale.

The representations, warranties and covenants contained in the Asset Purchase Agreement were made only for purposes of the Asset Purchase Agreement as of specific dates and may be subject to more recent developments. Such representations, warranties and covenants were made solely for the benefit of the parties to the Asset Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating risk between the parties instead of establishing these matters as facts, and may apply standards of materiality in a way that is different from what may be viewed as material by you or by other investors. For the foregoing reasons, you should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates.

General

Under the terms of the Asset Purchase Agreement, Buyer will purchase the Purchased Assets of the Company, which include, among other things, all Intellectual Property Assets owned by the Company or in which the Company has any right, title or interest, including global trademarks, trade names, copyrights, patents, domain names, social media accounts and handles, customer lists, designs, samples, artwork, know-how, promotional materials, media and historical archives and other related intellectual property; all inventory; all accounts receivable; the Assigned Contracts; books and records relating to the Purchased Assets and the Business; account information, login credentials, access rights and passwords relating to the Purchased Assets; specified Transition Assets; specified transferred prepaid expenses; goodwill and going concern value; and related proceeds, claims and rights. Excluded Assets include, among other things, prepaid expenses other than specified transferred prepaid expenses, property, plant and equipment, cash and cash equivalents, certain other assets specifically identified in the disclosure schedules and all other assets not expressly included in the Purchased Assets. Buyer will assume only the Assumed Liabilities expressly specified in the Asset Purchase Agreement and applicable disclosure schedules, consisting of specified accounts payable, specified scheduled other current liabilities and specified IP transfer costs and expenses, and Buyer will not assume any other liabilities, all of which remain Excluded Liabilities of the Company. Excluded Liabilities include, among other things, employee-related liabilities, taxes, transaction expenses, historical professional and advisory fees, indebtedness, liabilities under leases except as expressly assumed, liabilities arising from pending, threatened or settled actions relating to the Business or the Purchased Assets arising from events occurring on or prior to the closing date, liabilities arising from pre-closing breaches, liabilities relating to Excluded Assets and specified fees, termination payments, cure costs and penalties arising in connection with the transaction.

Consideration

Aggregate consideration for the sale of the Purchased Assets consists of a base purchase price of $39.0 million in cash, subject to adjustment based on the Closing Net Asset Value relative to a $2.5 million baseline amount and any Open PO Adjustment Amount. Buyer is required to fund a $2.0 million deposit into escrow within two business days following execution of the Asset Purchase Agreement, which deposit is released from escrow and credited toward the purchase price at closing. In addition, at closing, $3.0 million of the purchase price will be deposited with the escrow agent as the Escrow Fund to secure specified post-closing obligations of the Company, including certain negative purchase price adjustments, specified inaccuracies in the Surviving Representations during the applicable survival period and certain reimbursement obligations with respect to Covered Gift Card Liabilities. Subject to those amounts, the balance of the purchase price, as adjusted, is payable at closing.

Closing

The closing is to occur remotely on the second business day after all closing conditions have been satisfied or waived (other than those that by their nature are to be satisfied at closing), unless the parties otherwise agree in writing.

Representations and Warranties

The Company made representations and warranties relating to, among other things:

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corporate organization, existence, good standing and power and authority to carry on our business;

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corporate power and authority to enter into the Asset Purchase Agreement and related agreements and to consummate the Asset Sale;

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enforceability of the Asset Purchase Agreement and related agreements;

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title to the Purchased Assets;

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governmental authorizations required in connection with the Asset Sale;

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the absence of conflicts, violations or breaches under organizational documents, applicable law and contracts;

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financial statements and the absence of certain undisclosed changes since the applicable balance sheet date;

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material contracts, including Assigned Contracts, and the sufficiency and condition of the Purchased Assets, inventory and accounts receivable;

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compliance with applicable laws and governmental orders;

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legal proceedings;

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intellectual property;

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licenses, permits and insurance matters;

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tax matters;

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brokers’ and finders’ fees; and

fair value and fraudulent transfer matters. Additionally, Buyer made representations and warranties relating to the following matters:

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corporate organization, existence and good standing;

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corporate power and authority to enter into the Asset Purchase Agreement and related agreements and to consummate the Asset Sale;

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enforceability of the Asset Purchase Agreement and related agreements;

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governmental authorizations required in connection with the Asset Sale;

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the absence of conflict, violation or breach under organizational documents and any applicable law;

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brokers’ and finder’s fees; and

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financial ability to consummate the Asset Sale.

The representations and warranties made by each of the Company and Buyer in the Asset Purchase Agreement, other than the Surviving Representations, are made only through the closing and do not survive the closing of the Asset Sale. The Surviving Representations survive for a period of 60 days following the closing,

and covenants intended to be performed after the closing survive for the period necessary to fulfill such obligations. Subject to the terms of the Asset Purchase Agreement, and except in the case of fraud, Buyer’s sole post-closing remedy for losses resulting from inaccuracies in the Surviving Representations is recovery from the Escrow Fund, subject to the limitations set forth in the Asset Purchase Agreement.

Conduct of the Company Prior to Closing

Until the closing of the Asset Sale, the Company will, unless otherwise expressly disclosed, permitted or contemplated by the Asset Purchase Agreement, or Buyer otherwise consents in writing:

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conduct the Business in the ordinary course of business consistent with past practice;

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use reasonable best efforts to maintain and preserve intact its current Business organization, operations, and franchise and to preserve the rights, franchises, goodwill, and relationships of its employees, customers, lenders, suppliers, regulators, and others having relationships with the Business;

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preserve and maintain all Permits required for the conduct of the Business;

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pay the debts, Taxes, and other obligations of the Business when due;

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continue to collect Accounts Receivable in a manner consistent with past practice, without discounting Accounts Receivable;

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maintain the Purchased Assets in the same condition as of the date of this Agreement, subject to reasonable wear and tear;

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continue in full force and effect without modification all Insurance Policies;

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defend and protect the Intellectual Property Assets from infringement or usurpation;

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perform all of its obligations under all Assigned Contracts;

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maintain the Books and Records in accordance with past practice;

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comply in all material respects with all Laws applicable to the conduct of the Business;

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maintain all ecommerce, digital, social media, and marketplace platforms and accounts in good standing and in the ordinary course of business consistent with past practice;

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continue to process customer orders, fulfill shipments, and manage returns in the ordinary course of business consistent with past practice; and

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not take or permit any action that would cause any of the changes, events, or conditions described above to occur, or that would render any representation or warranty of Company inaccurate as of the Closing Date.

Additionally, unless expressly disclosed, permitted or contemplated by the Asset Purchase Agreement, or Buyer otherwise consents in writing, the Company will not:

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sell, transfer, or dispose of any Purchased Asset (other than Inventory in the ordinary course of business);

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incur, create, or assume any Encumbrance on any Purchased Asset;

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make any material change to any returns, exchange, or warranty policy of the Business;

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delete, destroy, transfer, or permit the impairment or degradation of any customer data, marketing data, analytics data, social media content, domain name, digital platform account, or other digital asset of the Business;

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modify, cancel, or fail to renew any social media account, advertising account, or domain names;

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make any material change to the ecommerce, direct-to-consumer, or marketplace operations of the Business, including changes to fulfillment, logistics, or warehousing arrangements

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modify, amend, or terminate any Assigned Contract;

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enter into, modify, or terminate any Intellectual Property Agreement or grant any license, sublicense, covenant not to sue, or other right with respect to any Intellectual Property Asset, other than non-exclusive licenses in the ordinary course of business;

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enter into any new Contract that would constitute an Assigned Contract;

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enter into, issue, place, amend, or increase any new purchase order or other commitment for inventory after the date hereof; provided however, the Company may, in its sole discretion, cancel any Open Purchase Order that is not subject to a Firm Distributor Sale Commitment;

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fail to notify Buyer promptly of any cancellation, termination, material modification, or reduction of any Open Purchase Order or any Firm Distributor Sale Commitment, including any cancellation or termination by the applicable distributor of any Firm Distributor Sale Commitment;

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settle any Action relating to the Business or any Purchased Asset; or

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take any action that would reasonably be expected to have a Material Adverse Effect.

Notwithstanding the foregoing, prior to the closing of the Asset Sale, the Company will be permitted to dispose of the Excluded Assets (as defined in the Asset Purchase Agreement).

Access to Records

Until the earlier of the closing of the Asset Sale and the termination of the Asset Purchase Agreement, the Company will cooperate with Buyer’s investigation of the Purchased Assets and provide Buyer and its representatives with reasonable access during normal business hours to the data and other information regarding the Business, the Purchased Assets and the Assumed Liabilities as Buyer may reasonably request, in each case for any reasonable purpose related to the consummation of the transactions contemplated by the Asset Purchase Agreement.

Covenants

The Asset Purchase Agreement contains numerous covenants that apply to the Company and Buyer, respectively.

The covenants that are specific to the Company generally relate to, among other things: the conduct of the Business before the closing of the Asset Sale (as described above); providing Buyer with access to, and deliveries of, certain information; cooperation and efforts to close the Asset Sale; obtaining required consents; delivering evidence of the release of encumbrances on the Purchased Assets other than Permitted Encumbrances; subject to limited exceptions, not encouraging, soliciting, initiating, facilitating or continuing inquiries or discussions with respect to alternative acquisition proposals; convening and holding the Special Meeting and, subject to certain exceptions, including the Board’s recommendation that stockholders approve the Asset Purchase Agreement and the Asset Sale in the proxy statement; and using commercially reasonable efforts to retain personnel required to perform services under the Transition Services Agreement for a period of 30 days following the closing.

In addition, the Asset Purchase Agreement:

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Requires the parties to use commercially reasonable efforts to obtain applicable governmental and third-party consents and approvals required in connection with the Asset Sale, and requires the Company to use commercially reasonable efforts, at its sole cost and expense except as otherwise provided in the Asset Purchase Agreement, to obtain prior to closing all consents, approvals, waivers and authorizations required for the assignment and transfer of the Purchased Assets to Buyer;

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Requires Buyer to preserve and keep records relating to the Purchased Assets in accordance with the Asset Purchase Agreement and provides for the remittance after closing of collections mistakenly received by one party that belong to the other party;

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Following the closing, requires each party to execute and deliver any and all instruments or other documents of transfer or take any other action the other party reasonably requests to transfer any Excluded Asset or Excluded Liability that was inadvertently transferred to Buyer back to the Company and vice versa with respect to any Purchased Asset or Assumed Liability that was inadvertently retained by the Company.

Assistance with Transfer of Assets

Following the closing of the Asset Sale, each party is required to execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions of the Asset Purchase Agreement and give effect to the transactions contemplated thereby. Without limiting the foregoing, the Company must, at Buyer’s reasonable request, execute and deliver all instruments and take all other actions reasonably necessary to transfer, assign and perfect Buyer’s title to and interest in all Purchased Assets.

Conditions to Closing

Each party’s obligation to consummate the Asset Sale is subject to the satisfaction or waiver of certain conditions, including the following:

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receipt of the affirmative vote required to approve the Asset Sale Proposal;

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no temporary restraining order, preliminary or permanent injunction or other order or decree issued by any governmental entity of competent jurisdiction will be in effect which prevents the consummation of the Asset Sale, and no applicable law will have been enacted or deemed applicable to the Asset Sale that makes the Asset Sale illegal; and

Buyer’s obligations to consummate the Asset Sale are subject to the satisfaction of the following further conditions:

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certain representations and warranties made by the Company being true and correct as of the closing, subject to the standards and qualifications set forth in the Asset Purchase Agreement;

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each of the covenants and obligations of the Company will have been complied with and performed in all material respects;

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the absence of any Material Adverse Effect and no event or events having occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect;

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Buyer having received certain duly executed agreements, transfer documents and certificates from the Company, including the escrow agreement, bill of sale, assignment and assumption agreement, specified intellectual property assignment documents, the Transition Services Agreement, a FIRPTA certificate, an officer’s certificate certifying that certain specified closing conditions have been met, and such other documents and deliveries required under the Asset Purchase Agreement; and

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the Company will have delivered evidence that encumbrances on the Purchased Assets have been released, other than Permitted Encumbrances, and will have obtained required consents, approvals and waivers, subject to the terms of the Asset Purchase Agreement, and the requisite board and stockholder approvals.

The Company’s obligations to consummate the Asset Sale are subject to the satisfaction of the following further conditions:

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each of the representations and warranties made by Buyer are accurate in all material respects as of the closing;

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each of the covenants and obligations of Buyer having been complied with and performed in all material respects; and

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the Company will have received a certificate from Buyer certifying that certain specified closing conditions have been met, together with the other documents and deliveries required to be made by Buyer under the Asset Purchase Agreement.

Termination

The Asset Purchase Agreement may be terminated at any time prior to the closing of the Asset Sale as follows:

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by mutual written agreement of the Company and Buyer;

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by either the Company or Buyer if:

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the closing has not occurred by the applicable drop-dead date specified in the Asset Purchase Agreement, provided that the right to terminate will not be available to any party whose breach of any provision of the Asset Purchase Agreement results in the failure of the closing to occur by such time; provided that the drop-dead date may be extended for up to two additional 30-day periods in the circumstances specified in the Asset Purchase Agreement relating to SEC review of the proxy statement; or

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a governmental entity of competent jurisdiction will have issued any final order, injunction or decree or taken any other action that restrains, enjoins or prohibits the Asset Sale, provided that the right to terminate will not be available to any party whose material breach of the Asset Purchase Agreement results in such final order, injunction or decree or has failed to comply with certain other obligations.

•

by Buyer if:

•

any representation or warranty of the Company is breached such that a closing condition would not be satisfied, or the Company fails to perform any covenant such that a closing condition related to the accuracy of the Company’s representations and warranties or performance of the Company’s covenants would not be satisfied, unless such breach is cured by the Company during the 10-day period after Buyer notifies the Company of the existence of such breach;

•

by the Company if:

•

any representation or warranty of Buyer is breached such that a closing condition would not be satisfied, or Buyer fails to perform any covenant such that a closing condition related to the accuracy of Buyer’s representations and warranties or performance of Buyer’s covenants would not be satisfied, unless such breach is cured by Buyer during the 10-day period after the Company notifies Buyer of the existence of such breach; or

•

the Company determines to accept a Superior Proposal, subject to and in compliance with all of the applicable provisions of Asset Purchase Agreement.

If the Asset Purchase Agreement is terminated as a result of Buyer’s breach, the deposit amount will be forfeited to the Company as liquidated damages. In the event of termination by the Company, including pursuant to acceptance of a Superior Proposal, the Company will pay Buyer a termination fee of $1.25 million in immediately available funds within five business days after such termination, and the deposit amount will be promptly returned to Buyer.

Survival; Escrow Fund

The Asset Purchase Agreement provides a limited post-closing protection regime. All representations and warranties other than the Surviving Representations are made only through the closing and do not survive closing. The Surviving Representations survive for 60 days following the closing, and, except in the case of fraud, Buyer’s recovery for losses resulting from inaccuracies in the Surviving Representations is limited to the Escrow Fund, subject to the limitations set forth in the Asset Purchase Agreement. The Escrow Fund also secures certain negative purchase price adjustments and specified reimbursement obligations of the Company, including with respect to Covered Gift Card Liabilities.

Limitations on Liability

Subject to certain exclusions for fraud, Buyer’s sole post-closing remedy for losses resulting from inaccuracies in the Surviving Representations is recovery from the Escrow Fund, subject to the limitations set forth in the Asset Purchase Agreement.

No indemnified party is entitled to be indemnified for any punitive damages, damages for lost profits or diminution in value or consequential, exemplary or special damages under the Asset Purchase Agreement, except as a result of direct damages therefor or arising out of, or involving a claim made by a third party.

Amendment

The Asset Purchase Agreement may not be amended, modified, altered or supplemented, in whole or in part, other than by means of a written instrument, duly executed and delivered by Buyer and the Company.

Taxes

All Tax liabilities of the Company, including any Taxes arising in connection with the transactions contemplated by the Asset Purchase Agreement, are Excluded Liabilities and remain the responsibility of the Company, other than Buyer’s share of any transfer taxes as provided in the Asset Purchase Agreement.

THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ASSET SALE PROPOSAL.

THE CHARTER AMENDMENT PROPOSAL (PROPOSAL NO. 2)

General

At the Special Meeting, stockholders will be asked to consider and vote upon a proposal to approve an amendment to our Certificate of Incorporation, as described below (the “Charter Amendment”).

If the stockholders approve the Charter Amendment, the Board will have the authority to file a Certificate of Amendment with the Delaware Secretary of State and the Charter Amendment would become effective upon filing with the Delaware Secretary of State, or at such later time as may be specified in the filing, if at all. The form of the proposed Certificate of Amendment is attached to this Proxy Statement as Annex C.

Recommendation of the Board

The Board unanimously approved the Charter Amendment and recommends that stockholders vote “FOR” the Charter Amendment.

Background and Reasons for the Charter Amendment

As described in these proxy materials, we have entered into the Asset Purchase Agreement to sell the Purchased Assets of the Company, which relate to our existing footwear business and represent a significant amount of our assets. We have been operating these footwear assets at a material loss and do not believe that continuing to operate these footwear assets is sustainable or beneficial to our stockholders.

The assets we are selling in the Asset Sale include rights to the tradename “Allbirds,” which results in our need to change our corporate name. As also described in these proxy materials, in continuing to operate after the Asset Sale, we intend to rename Allbirds, Inc. to NewBird AI, Inc., and operate under the new corporate name NewBird AI, Inc. With respect to the renamed corporate entity, we are investigating potential opportunities in the computing infrastructure market as we described further herein as the Electronics Infrastructure Business. Because the anticipated Electronics Infrastructure Business would be less focused on the public benefit of environmental conservation, which is stated in the Company’s Certificate of Incorporation, stockholders are being asked to approve the Charter Amendment Proposal to remove references to the Company being a public benefit corporation and to change the name of the Company to NewBird AI, Inc.

The Company is currently organized as a Delaware public benefit corporation (a “PBC”). As such, the Company has adopted a public benefit purpose in its Certificate of Incorporation. In making decisions, directors of a PBC are required to balance the interests of stockholders, the interests of stakeholders materially affected by the PBC’s conduct, and pursuit of the corporation’s public benefit purpose. A PBC must also provide its stockholders with a statement, at least every other year, as to the PBC’s assessment of the promotion of its public benefit purpose and of the best interests of those materially affected by the PBC’s conduct. A more detailed comparison of PBCs to conventional Delaware for-profit corporations is included below.

The Board, with the assistance of senior management and advisors, after considering the Company’s business, operations, financial performance and strategic direction, including the Asset Sale and the anticipated Electronics Infrastructure Business, and such other factors as the Board deemed relevant, determined that it is advisable and in the best interests of the Company and its stockholders to amend the Certificate of Incorporation so that the Company would cease to be a public benefit corporation and instead continue as a conventional Delaware corporation. In reaching this determination, the Board considered, among other things, the following factors:

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the Company’s business strategy and operations following consummation of the transactions described elsewhere in this proxy statement;

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the potential effect of the Company’s current public benefit corporation status on financing flexibility and strategic alternatives; and

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such other factors as the Board considered relevant.

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but includes material factors considered by the Board.

Description of the Charter Amendment

If approved, the Charter Amendment would amend the Company’s Certificate of Incorporation to remove the provisions that identify the Company as a public benefit corporation and to delete the statement of public benefit currently included in the Company’s Certificate of Incorporation. The Charter Amendment would also make such other conforming changes as are necessary or appropriate to reflect that the Company would no longer be a public benefit corporation under Delaware law.

The Certificate of Amendment provides for, among other things:

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deleting the designation of the Company as a “public benefit corporation” from the caption or heading of the Certificate of Incorporation;

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changing the name of the Company from Allbirds, Inc. to NewBird AI, Inc.;

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revising Section Three, Article III of the Certificate of Incorporation;

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deleting Section Three, Article VII, Subsection B of the Certificate of Incorporation; and

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deleting any provisions included in the Certificate of Incorporation solely to comply with, or address matters arising under, Subchapter XV of the DGCL.

The description of the Charter Amendment contained in this proxy statement is only a summary and is qualified in its entirety by reference to the full text of the proposed Charter Amendment attached as Annex C. Stockholders are urged to read Annex C carefully and in its entirety.

Effect of the Charter Amendment

If the Charter Amendment is approved, we would no longer be a public benefit corporation under Subchapter XV of the DGCL, and the Company would no longer be subject to the DGCL provisions applicable only to public benefit corporations, including the statutory framework that applies to the management of a public benefit corporation and the balancing of stockholders’ pecuniary interests, the interests of those materially affected by the corporation’s conduct and the public benefit or public benefits identified in the Certificate of Incorporation.

In addition, the provisions of our Certificate of Incorporation identifying our public benefit purpose and all other provisions included therein related to our current status as a public benefit corporation would be deleted or revised as set forth in Annex C.

If the Charter Amendment is approved by the stockholders but the Board determines before the filing of the Certificate of Amendment that it is no longer advisable or in the best interests of the Company and its stockholders to effect the Charter Amendment, the Board may elect to abandon the Charter Amendment and not file it, to the extent permitted by Delaware law and the Company’s organizational documents.

Associated Amendments to Our Bylaws

If the Charter Amendment is approved by the stockholders, the Board will approve certain amendments to our Amended and Restated Bylaws (our “Bylaws”) to remove references to our status as a public benefit corporation. Pursuant to our Bylaws and Delaware law, amendments to our Bylaws can be made without stockholder approval.

Comparison of Conventional Delaware Corporations and PBCs

The following is a summary of the material differences between traditional Delaware corporations not subject to subchapter XV of the DGCL and Delaware PBCs to the extent subchapter XV of the DGCL imposes additional or different requirements than the DGCL generally. This summary is subject to the complete text of subchapter XV of the DGCL, which we encourage you to read carefully.


Provision	Conventional Delaware Corporations	Delaware PBCs
General	Subject in all respects to the provisions of the DGCL.	Same as a conventional Delaware corporation, except to the extent subchapter XV imposes additional or different requirements, in which case such requirements shall apply.
Purpose	Usually incorporated as a for-profit corporation that may engage in any lawful act or activity for which corporations may be organized and incorporated under the DGCL.	Same as a traditional Delaware corporation; in addition, a Delaware PBC is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. Accordingly, a Delaware PBC shall: • Identify within its statement of business or purpose one or more specific “public benefits,” i.e., a positive effect (or reduction of negative effects) on one or more categories of persons, entities, communities or interests (other than stockholders in their capacities as stockholders), to be promoted by the corporation; and • State within its heading that it is a PBC.
Duties of Directors	Manage in the best interests of the corporation and its stockholders.	Manage in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit or public benefits identified in its Certificate of Incorporation.
Director Liability for Public Benefit Purpose	Not applicable.	A director of a PBC shall not, by virtue of the public benefit provisions of the DGCL, have any duty to any person on account of any interest of such person in the public benefit or public benefits identified in the Certificate of Incorporation or on account of any interest materially affected by the corporation’s conduct and, with respect to a decision implicating the balance requirement described in “Duties of Directors” above, will be deemed to satisfy such director’s fiduciary duties to stockholders and the corporation if such director’s decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.


Provision	Conventional Delaware Corporations	Delaware PBCs
Conflicts of Interest for Public Benefit Duties of Directors	Not applicable.	A director’s ownership of or other interest in the stock of the PBC shall not alone create a conflict of interest on the part of the director with respect to the director’s decision implicating the balancing requirement described in “Duties of Directors” above, except to the extent that such ownership or interest would create a conflict of interest if the corporation were not a PBC. In the absence of a conflict of interest, no failure to satisfy that balancing requirement shall, for the purposes of §102(b)(7) or §145 of the DGCL, constitute an act or omission not in good faith, or a breach of the duty of loyalty, unless the certificate of incorporation so provides.
Suits to Enforce Public Benefit Duties of Directors	Not applicable.	Any action to enforce the balancing requirement described in “Duties of Directors” above, including any individual, derivative or any other type of action, may not be brought unless the plaintiffs in such action own individually or collectively, as of the date of instituting such action, at least 2% of the corporation’s outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of such percentage or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted. The provisions of subchapter XV do not relieve the plaintiffs from complying with any other conditions applicable to filing a derivative action including §327 of the DGCL and any rules of the court in which the action is filed.
Public Benefit Notices	Not applicable.	A PBC shall include in every notice of a meeting of stockholders a statement to the effect that it is a PBC formed pursuant to subchapter XV.
Biennial PBC Reporting	Not applicable.	A PBC shall no less than biennially provide its stockholders with a statement as to the corporation’s promotion of the public benefit or public benefits identified in the certificate of incorporation and of the best interests of those materially affected by the corporation’s conduct. The statement shall include items specified in subchapter XV.
Common law fiduciary duties in transactions for corporate control	In the context of certain transactions implicating a sale of control of a company, Delaware common law may impose on directors of a traditional corporation a duty to maximize short-term stockholder value.	In response to all sale transactions, the directors of a PBC are required to adhere to the balancing requirement described in “Duties of Directors” above.

Vote Required and Recommendation of the Board of Directors

The Board has approved the Charter Amendment Proposal, subject to stockholder approval. Approval of Charter Amendment Proposal requires the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of capital stock of the Company entitled to vote.

THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE CHARTER AMENDMENT PROPOSAL.

THE NASDAQ PROPOSAL (PROPOSAL NO. 3)

General

Our Common Stock is currently listed on the Nasdaq Capital Market. We are subject to Nasdaq Listing Rule 5635(d) (the “Nasdaq 20% Rule”), which requires us to obtain stockholder approval when we enter into a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or Substantial Shareholders of the Company, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance at a price that is the lower of: (i) the Nasdaq Official Closing Price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”). All capitalized terms used in this section, but not otherwise defined in this proxy statement, shall have the meaning ascribed to such term in the Nasdaq Listing Rules.

Potential Convertible Notes Private Placements

Prior to the date hereof, in support of the anticipated Electronics Infrastructure Business, the Company has entered into an anticipated with an institutional investor (the “Investor”) for the purchase, in multiple closings, of up to $50,000,000 in senior secured convertible notes (the “Convertible Notes”), convertible into shares of the Company’s Class A common stock (the “Facility”). The proceeds of the Facility are anticipated to be used primarily for the purchase of Electronics Assets and the costs and expenses of the private placements.

The Convertible Notes, if issued, will be issued in multiple closings. The initial $5 million in aggregate principal amount of Convertible Notes would be issued as follows: $3 million in aggregate principal amount of Convertible Notes at the initial closing and an additional $2 million in aggregate principal amount of Convertible Notes, subject to the satisfaction of customary conditions and the approval of the Nasdaq Proposal. The remaining additional tranches are solely at the option of the Investor.

Description of Notes

The Convertible Notes, if issued, will be issued with a 5% original issue discount. The Convertible Notes will be issued in certificated form and not as global securities.

Maturity Date

Unless earlier converted, or redeemed, the Convertible Notes will mature on second anniversary of the date of issuance, which we refer to herein as the “Maturity Date,” subject to the right of the investors to extend the date:

(i) if an event of default under the Convertible Notes has occurred and is continuing (or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an event of default under the Convertible Notes); and/or

(ii) for a period of 20 business days after the consummation of a fundamental transaction if certain events occur.

We are required to pay, on the Maturity Date, all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges on such principal and interest, if any.

Interest

The Convertible Notes bear interest at the rate of 12.0% per annum which (a) shall commence accruing on the date of issuance, (b) shall be computed on the basis of a 360-day year and twelve 30-day months and (c) shall

be payable, subject to the satisfaction of customary equity conditions, in shares of our Class A common stock or, at our option, in cash, in arrears on the first calendar day of each calendar quarter, commencing on the three month anniversary of the issuance date (each an “Interest Date”). If a holder elects to convert or redeem all or any portion of a Convertible Note prior to the Maturity Date, all accrued and unpaid interest on the amount being converted or redeemed will also be payable.

The interest rate of the Convertible Notes will automatically increase to rate to be negotiated by the parties not in excess of 18% per annum (the “Default Rate”) upon the occurrence and continuance of an event of default (See “— Events of Default” below).

Ranking

The Convertible Notes will be senior secured obligations of the Company, which shall be secured by all the assets of the Company and its subsidiaries, including all Electronics Assets. Until such date no Convertible Notes remain outstanding, all payments due under the Convertible Notes will be senior to all of our subordinated indebtedness and subordinated indebtedness of any of our subsidiaries and equal in right of payment with all of our other indebtedness and other indebtedness of any of our subsidiaries.

Late Charges

We are required to pay a late charge not in excess of 18% on any amount of principal or other amounts that are not paid when due.

Conversion

Conversions at Option of Holder

Each holder of Convertible Notes may convert all, or any part, of the outstanding principal of the Convertible Notes, together with accrued and unpaid interest, any make-whole amount and any late charges thereon, at any time, at such holder’s option, into our Class A common stock at the “Conversion Price” of 120% of the lower of (x) the closing bid price of our Class A common stock on the Trading Day ended immediately prior to the time of initial filing of the initial preliminary proxy with respect to the Asset Sale and (y) the closing bid price on the trading day ended immediately preceding the closing date of such applicable tranche (subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions).

Alternate Conversion at Option of Holder

Each holder of Convertible Notes may also convert all, or any part, of the outstanding principal of the Convertible Notes, together with accrued and unpaid interest, any make-whole amount and any late charges thereon (subject to an additional 25% premium if an Event of Default then exists), at any time, at such holder’s option, into our Class A common stock at the “Alternate Conversion Price” calculated as follows:

the lower of:

the Conversion Price then in effect; and

either,

if no event of default then exists, 93% of the lowest volume weighted average price of our Class A common stock during the ten (10) consecutive Trading Days ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice; or

if an event of default then exists, 85% of the lowest volume weighted average price of our Class A common stock during the fifteen (15) consecutive Trading Days ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice.

Voluntary Adjustment Right

Subject to the rules and regulations of Nasdaq, we have the right, at any time, with the written consent of the holders, to lower the Conversion Price to any amount and for any period of time deemed appropriate by our board of directors.

Beneficial Ownership Limitation

Conversions and issuance of our Class A common stock pursuant to the Convertible Notes are prohibited if such conversion or issuance would cause the applicable holder (together with its affiliates) to beneficially own in excess of 4.99% of the outstanding our Class A common stock (which percentage is subject to increase to 9.99% or decrease, at the option of such holder, except that any increase will only be effective upon 61-days’ prior notice to us).

Events of Default

The Convertible Notes contain standard and customary events of default including but not limited: (i) the suspension from trading or the failure to list our Class A common stock within certain time periods; (ii) failure to make payments when due under the Convertible Notes; and (iii) bankruptcy or insolvency of the Company.

If an event of default occurs, each holder may require us to redeem all or any portion of the Convertible Notes (including all accrued and unpaid interest and late charges thereon), in cash, at a 25% redemption premium to the greater of the face value and the equity value of our Class A common stock underlying the Convertible Notes.

The equity value of our Class A common stock underlying the Convertible Notes is calculated using the greatest closing sale price of our Class A common stock on any trading day immediately preceding such event of default and the date we make the entire payment required.

Bankruptcy Event of Default Mandatory Redemption

If any bankruptcy event of default occurs, we shall immediately redeem in cash all amounts due under the Convertible Notes at a 25% premium, unless the holder waives such right to receive such payment.

Fundamental Transactions

The Convertible Notes prohibit us from entering specified fundamental transactions (including, without limitation, mergers, business combinations and similar transactions) unless we (or our successor) is a public company that assumes in writing all of our obligations under the Convertible Notes.

Change of Control Redemption Right

In connection with a change of control of the Company, each holder may require us to redeem in cash all, or any portion, of the Convertible Notes at a 25% redemption premium to the greater of (i) the face value of the Convertible Notes to be redeemed, (ii) the equity value of our Class A common stock underlying such Convertible Notes, and (iii) the equity value of the change of control consideration payable to the holder of our Class A common stock underlying such Convertible Notes.

The equity value of our Class A common stock underlying the Convertible Notes is calculated using the greatest closing sale price of our Class A common stock during the period immediately preceding the earlier of the consummation or the public announcement of the change of control and ending the date the holder gives notice of such redemption.

The equity value of the change of control consideration payable to the holder of our Class A common stock underlying the Convertible Notes is calculated using the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of our Class A common stock to be paid to the holders of our Class A common stock upon the change of control.

Subsequent Placement and Asset Transfer Redemption Right

The holders of the Convertible Notes may require us to redeem the Convertible Notes, in whole or in part, upon the occurrence of certain offerings of equity or equity-linked securities and/or any asset transfer or sale. In such an event, we would be required to redeem Convertible Notes using 25% of the gross proceeds of any Subsequent Placement and 100% of the gross proceeds of any asset transfer or sale (other than the Asset Sale), as applicable.

Covenants

The Convertible Notes contain a variety of obligations on our part not to engage in specified activities, which are typical for transactions of this type, as well as the following covenants (which, as applicable, shall be subject to exclusions to permit the Asset Sale):

•

we will not and will cause our subsidiaries not to, directly or indirectly, incur or guarantee any indebtedness other than Permitted Indebtedness (as defined in the Convertible Notes);

•

we and our subsidiaries will not, directly or indirectly, redeem or repay all or any portion of any indebtedness if at the time the payment is due or is made or, after giving effect to the payment, an event constituting, or that with the passage of time and without being cured would constitute, an event of default under the Convertible Notes has occurred and is continuing;

•

we and our subsidiaries will not (directly or indirectly) engage in a material line of business substantially different from those lines of business conducted or contemplated to be conducted as of the date of the issuance of the Convertible Notes;

•

we will maintain and our existence, rights, and privileges, to become or remain, duly qualified and in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary;

•

we will maintain and preserve, all of its properties which are necessary or useful in the proper conduct of our business;

•

we and our subsidiaries will take all action necessary or advisable to maintain all of our intellectual property rights that are necessary or material to the conduct of our business in full force and effect;

•

we and our subsidiaries will maintain insurance with in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is in accordance with sound business practice by similarly situated companies;

•

we and our subsidiaries will not, (directly or indirectly), enter into, renew, extend or be a party to, any transaction or series of related transactions with any affiliate, except (i) intercompany transactions, (ii) reasonable and customary director, officer and employee benefits plans and indemnification arrangements approved by our board of directors, and (ii) transactions in the ordinary course of business and on terms that are comparable to an arm’s length transaction with a non-affiliate;

•

we will not, directly or indirectly, without the prior written consent of the holders of a majority in aggregate principal amount of the Convertible Notes then outstanding, (i) issue any Convertible Notes (other than as contemplated by this offering and the securities purchase agreement) or (ii) issue any other securities that would cause a breach or default under the Convertible Notes, unless the proceeds from the issuance are used to repay all amounts due on the notes;

•

we and our subsidiaries will pay when due all taxes, fees or other charges of any nature whatsoever now or hereafter imposed or assessed us, subject to certain exceptions; and

•

at the request of the holder, we will hire an independent, reputable investment bank to investigate whether any breach of the Convertible Notes has occurred if an event constituting, or that with the passage of time and without being cured would constitute, an event of default has occurred and is continuing or any holder reasonably believes that an event constituting an event of default has occurred or is continuing.

Changes to the Convertible Notes

Each Convertible Note may not be changed or amended without the prior written consent of the holder of such Convertible Note.

Governing Law

The Convertible Notes will be governed by, and construed in accordance with, the laws of Delaware without regard to its conflicts of law principles.

Description of Securities Purchase Agreement

The Securities Purchase Agreement contains customary representations, warranties and covenants. The Convertible Notes contains customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions with affiliates. The Convertible Notes also contains standard and customary events of default.

Pursuant to the Securities Purchase Agreement, for the twenty-four months immediately following the Issuance Date, the Investor has the right to co-invest for at least 55% of any of the Company’s future financing deals on the same terms with other investors.

The Company also granted to the Investor customary demand and piggyback registration rights with respect to the shares of common stock underlying the Convertible Notes.

The Company has agreed to seek stockholder approval of the issuance of shares of common stock upon the conversion of the Convertible Notes, if any, that would exceed 19.9% of the Company’s issued and outstanding Common Stock (calculated in accordance with the rules of Nasdaq as of the date of the Securities Purchase Agreement), in order to comply with the rules and regulations of Nasdaq.

Description of Registration Rights Agreement

Pursuant to the Registration Rights Agreement the Company has granted to the Investor customary registration rights with respect to the shares of common stock underlying the Convertible Notes.

Use of Proceeds and Business Plan of the Company

The proceeds from the Facility are anticipated to be used to purchase GPU assets and related ancillary equipment for AI model training, subject to the approval of the Investor (the “Purchased Assets”).

In furtherance of the Facility, the Company will (i) form a new subsidiary to acquire the Purchased Assets, and (ii) lease the Purchased Assets via contracted lease and management arrangements with a counterparty in the AI infrastructure sector, subject to the Investor’s approval. All such lease payments will be deposited into a blocked control account with a custodian acceptable to the Investor (the “Cash Collateral Account”), for the Investor’s benefit.

The Company is required to limit its indebtedness, other than indebtedness under the Facility, to no more than $5,000,000 and apply 50% of the net proceeds generated from sales of common stock under its ATM until such liabilities have been satisfied.

The Company also agreed that it would retain $2,500,000 of working capital as of the closing of the second tranche of the Initial Convertible Note for the payment of certain ongoing public company costs.

Further, in connection with the Facility, the Investor has the right to appoint a new Chief Operating Officer of the Company.

Reasons for the Facility

As described in these proxy materials, we are investigating potential opportunities in the computing infrastructure market, including the acquisition and monetization of the Electronics Assets. The proceeds from the Facility would permit the Company to purchase Electronics Assets and develop and expand the anticipated Electronics Infrastructure Business. The Board believes that the ability to continue as a going concern, and for stockholders to continue to have their shares listed and traded on Nasdaq, following the Asset Sale and Asset Sale Dividend, is beneficial and in the best interests of our stockholders.

Supplemental Unaudited Pro Forma Financial Information

The following unaudited pro forma consolidated financial information is based upon the historical financial statements of the Company, including certain pro forma adjustments, and has been prepared to illustrate the pro forma effect of: (i) the Asset Sale in exchange for $39.0 million, subject certain adjustments as described in this proxy statement, and (ii) entry into the Facility (the foregoing, the “Adjustments”).

The unaudited pro forma consolidated balance sheet as of December 31, 2025 is presented as if the Adjustments had occurred as of December 31, 2025. The historical financial information on which the unaudited pro forma consolidated balance sheet is based is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on March 31, 2026 (the “Historical Financial Statements”). The unaudited pro forma consolidated balance sheet and the notes thereto should be read in conjunction with the Historical Financial Statements.

The unaudited pro forma consolidated financial information has been prepared based upon available information and management estimates; actual amounts may differ from these estimated amounts. The unaudited pro forma consolidated financial information is not necessarily indicative of the financial position or results of operations that might have occurred had the Adjustments occurred as of December 31, 2025. The pro forma adjustments are described in the notes hereto and the unaudited pro forma consolidated financial information should be read in conjunction with the related notes.

Allbirds, Inc.

Unaudited Consolidated Balance Sheet

As of December 31, 2025

(in thousands)


in thousands	Historical			Pro Forma Adjustment				Pro Forma
Assets
Current assets:
Cash and cash equivalents		26,690			(24,190	)	^(A)		2,500
Accounts receivable		6,839			(6,839	)	^(B)		—
Inventory		38,875			(38,875	)	^(B)		—
Prepaid expenses and other current assets		9,712			(9,712	)	^(B)		—

Total current assets		82,116			(79,616	)			2,500
Property and equipment—net		10,513			(8,013	)	^(B) (C)		2,500
Operating lease right-of-use assets		13,051			(13,051	)	^(B)		—
Other assets		3,739			(3,739	)	^(B)		—

Total assets		109,419			(104,419	)			5,000

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		17,768			(17,768	)	^(B)		—
Accrued expenses and other current liabilities		14,401			(13,401	)	^(B)		1,000
Current lease liabilities		6,777			(6,777	)	^(B)		—
Deferred revenue		1,696			(1,696	)	^(B)		—

Total current liabilities		40,642			(40,642	)			—

Noncurrent liabilities:
Noncurrent lease liabilities		15,492			(15,492	)	^(B)		—
Long-term debt		17,371			(17,371	)	^(D)		—
Other long term liabilities					1,000		^(B)		1,000
Convertible note					3,000		^(E)		3,000

Total noncurrent liabilities		32,863			(28,863	)			4,000

Total liabilities		73,505			(69,505	)			4,000

Stockholders’ equity:
Class A Common stock, $0.0001 par value		1			—				1
Class B Common stock, $0.0001 par value		—			—
Additional paid-in capital		601,587			—				601,587
Accumulated other comprehensive loss		(3,874	)						(3,874	)
Accumulated deficit		(561,800	)		(38,788	)	^(F)		(600,588	)

Total stockholders’ equity		35,914			(34,914	)			1,000
Total liabilities and stockholders’ equity		109,419							5,000

(A)	Reflects the net cash consideration received by the Company pursuant to the Asset Purchase Agreement had the transaction been consummated on December 31, 2025.

(B)	Reflects the removal of assets and liabilities sold or disposed with the Asset Sale had the transaction been consummated on December 31, 2025.

(C)	Reflects the purchase of Electronics Assets had such assets been purchased on December 31, 2025.

(D)	Reflects the use of proceeds to pay down outstanding debt balances had the transaction been consummated on December 31, 2025.

(E)	Reflects the entry into the Facility, and the issuance of $3 million in aggregate principal amount of Convertible Notes at the initial closing , as if such actions had occurred on December 31, 2025.

(F)	Reflects the equity in the post-closing Company had the transaction been consummated on December 31, 2025, including transaction costs.

Requirement to Seek Stockholder Approval

At the time that we entered into the Securities Purchase Agreement, we agreed that we would not convert any Convertible Notes into shares of common stock to the extent that such conversion would cause the holder of the Convertible Notes to become the beneficial owner of more than 19.99% of the then outstanding common stock, after giving effect to such conversion, unless we first obtain stockholder approval in accordance with the applicable rules of Nasdaq. Further, the Purchase Agreements provide that we may not issue any shares of Common Stock under the Purchase Agreements if such issuance would breach any applicable rule of Nasdaq, including the Nasdaq 20% Rule. Accordingly, to comply with these requirements, we are seeking stockholder approval to allow the conversion of the Convertible Notes, and to permit the issuance of all shares of common

stock issuable upon conversion of the Convertible Notes, including pursuant to any future adjustments to the respective Conversion Prices in accordance with the terms of the Convertible Notes, to the extent that such conversions and issuances would exceed the Nasdaq 20% Rule.

Effect of Approval

If the Nasdaq Proposal is approved by our stockholders, we will be able to convert the Convertible Notes into a number of shares of common stock that exceeds the Nasdaq 20% Rule.

Potential Adverse Effects—Dilution and Impact on Current Stockholders

The issuance of shares of Common Stock to the Investor, pursuant to the conversion of the Notes, will have a dilutive effect on current stockholders, including the voting power and economic rights of the existing stockholders. The percentage ownership of the Company held by such current stockholders will decline as a result of the issuance of the shares issuable to the Investor. This means that our current stockholders will own a smaller interest in us as a result of such issuance and therefore have less ability to influence significant corporate decisions requiring stockholder approval. Issuance of the shares of Common Stock to the Investor could also have a dilutive effect on the book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our Class A common stock to decline. In addition, because the Conversion Price is are subject to reduction in the event that we issue shares of common stock at a price below the then-applicable Conversion Price, future equity issuances by the Company at lower prices could result in the issuance of a significantly greater number of shares of common stock upon conversion of the Convertible Notes, resulting in further dilution to existing stockholders. The dilutive effect of the issuance to the Investor may be material to the current stockholders of the Company.

Effect of Failure to Obtain Stockholder Approval

We are not seeking the approval of our stockholders to authorize our entry into or consummation of the transactions contemplated by the Securities Purchase Agreement. We are only asking for approval to convert the Convertible Notes into a number of shares of common stock that exceeds the Nasdaq 20% Rule. The failure of our stockholders to approve the Nasdaq Proposal will not negate the existing terms of the documents, which will remain binding obligations of the Company.

Our ability to successfully implement our business plans and strategy and ultimately create value for our stockholders is dependent upon our ability to raise capital and satisfy our ongoing business needs and strategy, which we believe could be adversely affected if our stockholders do not approve the Nasdaq Proposal. If our stockholders do not approve the Nasdaq Proposal, we cannot convert the Notes into a number of shares of

common stock that exceeds the Nasdaq 20% Rule. All obligations to facilitate the conversions of such Convertible Notes would remain in effect and may result in cash obligations of the Company, since the Company would be required to repay the Convertible Notes in cash if the Convertible Notes are not convertible by the Investor into common stock. The inability to convert the Convertible Notes into a number of shares of common stock that exceeds the Nasdaq 20% Rule may also adversely affect the Company’s future ability to raise equity or debt capital from third parties on attractive terms, if at all, and also risks impairing the operations and financial conditions of the Company.

Additionally, if the stockholders do not approve the Nasdaq Proposal, we would be required to adjourn and extend the Special Meeting at least as often as every 60 days to obtain such approval. Unless and until we are able to obtain such stockholder approval, we will be unable to issue shares of common stock to the Investor in excess of the Nasdaq 20% Rule and may be required to satisfy conversion or amortization obligations under the Notes in cash, which could adversely affect our liquidity and financial condition. The Company would also bear the costs associated with including this proposal for stockholder approval at subsequent stockholder meetings. The costs and expenses associated with seeking such approval could adversely impact our ability to fund our operations and advance business plans.

Accordingly, we believe that providing us the flexibility to fully issue shares of common stock that are issuable pursuant to the Convertible Notes (without regard to any limitations thereon set forth in the Securities Purchase Agreement) is in the best interest of the Company.

Vote Required and Recommendation of the Board

The Board has approved the Nasdaq Proposal, subject to stockholder approval. Approval of Nasdaq Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of common stock present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes).

THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE NASDAQ PROPOSAL.

THE DISSOLUTION PROPOSAL (PROPOSAL NO. 4)

At the Special Meeting, stockholders will be asked to consider and vote upon a proposal to authorize the Dissolution, to the extent the Board determines that it is appropriate and in the best interests of stockholders at any time during the twelve months following stockholder approval. The Board has approved the Dissolution and the Plan of Dissolution, subject to stockholder approval. Under the DGCL, the affirmative vote of the holders of a majority of the outstanding common stock of the Company entitled to vote thereon is required to approve the Dissolution.

If the stockholders approve the Dissolution Proposal, the Board will have the authority, but not the obligation, to initiate the dissolution and winding-up procedures prescribed by the DGCL pursuant to the Plan of Dissolution, which requires, among other things, that the Company file a Certificate of Dissolution with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). However, the decision of whether or not to proceed with the Dissolution and when to file the Certificate of Dissolution will be made by the Board in its sole discretion. The Board may direct that the Dissolution be abandoned, or may amend or modify the Plan of Dissolution to the extent permitted by Delaware law, in either case without the necessity of further stockholder approval. After the Certificate of Dissolution has been filed with the Delaware Secretary of State, however, revocation of the Dissolution would require stockholder approval under Delaware law.

Attached as Annex D to this proxy statement is the Plan of Dissolution. The features of the Plan of Dissolution, and other information regarding the potential winding up of the Company, are summarized below. The following summary of the Plan of Dissolution is not a complete summary and is subject in all respects to the provisions of, and is qualified by reference to, the Plan of Dissolution. Stockholders are urged to read the Plan of Dissolution in its entirety.

Recommendation of the Board

The Board unanimously approved the Dissolution and the Plan of Dissolution and recommends that stockholders vote “FOR” the Dissolution Proposal. Approval of the Dissolution Proposal will constitute the required stockholder approval to dissolve and liquidate the Company as described in the Plan of Dissolution.

Reasons for the Dissolution

In considering the Dissolution, the Special Committee and the Board considered the terms of the Plan of Dissolution and the dissolution process under the DGCL, as well as other available strategic options. As part of the Board’s and Special Committee’s evaluation processes, the Special Committee and the Board considered the risks and timing of potential strategic options available to the Company, and consulted with the Company’s management and legal and financial advisors. In approving the Dissolution and the Plan of Dissolution, the Board considered various factors, including but not limited to, the factors described elsewhere in this proxy statement and the following factors:

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The terms and conditions of the Plan of Dissolution, including the provisions that permit the Board to abandon the Dissolution prior to the effective time if the Board determines that the Dissolution is no longer advisable and in the best interests of the Company and its stockholders;

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The viability of the Company’s business model following the Asset Sale;

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That a liquidation and dissolution provides stockholders with an opportunity to potentially monetize their investment in the Company and allows the Company to distribute cash to the Company’s stockholders;

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The material costs associated with the Company’s operations, including accounting, legal and other expenses in connection with required filings with the SEC and required to support the day-to-day operations of the Company following the closing of the Asset Sale;

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The fact that the DGCL requires that the Dissolution be approved by the affirmative vote of the holders of a majority of the outstanding common stock of the Company entitled to vote thereon, which ensures that the Board will not be taking action without the support of a significant portion of the stockholders;

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That any claim against the Company that is the subject of a pending action, suit or proceeding to which the Company is a party will continue against the Company; and

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The costs of retaining the staff necessary to administer and manage the Company’s assets and retained liabilities during the winding up period and the timing and costs of planned staff departures.

The Special Committee and the Board also considered certain material risks or potentially adverse factors in making its determination and recommendation, including, but not limited to, the following:

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The uncertainty of the timing, nature and amount of any liquidation proceeds and distributions to stockholders, or that the need to resolve or otherwise address contingent liabilities and the potential emergence of additional liabilities or contingent obligations during the dissolution process could significantly delay, reduce or prevent any distributions to the stockholders;

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That further stockholder approval of sales will not be required after the approval of the Dissolution Proposal and that the Board may authorize transactions thereafter with which the stockholders may not agree;

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The fact that, under the DGCL, the stockholders are not entitled to appraisal rights for their shares of common stock in connection with the liquidation and dissolution of the Company;

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The risk that stockholders may be required to repay some or all of the amounts distributed to them by the Company pursuant to the Plan of Dissolution if the Company fails to comply with the statutory procedures for the dissolution of the Company;

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The risk that the directors of the Company may be held personally liable for the unpaid portion of any claims against the Company if they fail to comply with the statutory procedures for the dissolution of the Company;

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Potential changes in applicable laws (including tax laws) and regulations;

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The risk that the amounts available for distribution to the stockholders may be significantly less than the Company’s estimates due to unknown or contingent liabilities or increases in the costs and expenses related to settling the Company’s and its subsidiaries’ liabilities and winding up their respective businesses;

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The fact that, if the stockholders approve the Dissolution Proposal, they would not be permitted to transfer their shares of common stock after the filing of the Certificate of Dissolution except by will, intestate succession or operation of law;

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The possibility of disruption to our business that might result from the announcement of the Asset Sale and the resulting distraction of the attention of our management and employees;

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The risks related to the fact that the Company will not be retaining certain of its current officers and employees and that, if necessary, the Company may be unable to attract employees to conduct the winding up process; and

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That the dissolution of the Company prevents the Company from entering into any future strategic business transaction that could enhance stockholder value, the potential loss of benefits to stockholders of remaining investors in a publicly traded shell company, and that a dissolution necessarily has the effect of liquidating each stockholder’s investment in the Company.

The members of the Special Committee and the Board did not quantify or otherwise assign relative significance to any of the factors considered when making their determination, but instead considered whether

the factors as a whole justified recommending the Dissolution Proposal to the stockholders. The foregoing summarizes the material factors and risks considered by the Special Committee and the Board, but it is in no way meant to be exhaustive of the discussion and information considered by the Special Committee and the Board. In view of its many considerations, the Special Committee and the Board did not quantify or otherwise assign relative significance to any factor considered. Individual members of the Special Committee and the Board may have given different significance to each factor.

The approval of the Dissolution Proposal will authorize the Board to wind up the affairs of the Company, to cease operating the business for which the Company was organized and to finally terminate the existence of the Company.

Summary of Plan of Dissolution

Dissolution Actions

If the Dissolution Proposal is approved by our stockholders and if the Board determines to proceed with the Dissolution, the Company, acting by an officer, employee, or agent, as applicable, will, among other things: file a Certificate of Dissolution with the Delaware Secretary of State specifying the date upon which the Certificate of Dissolution will become effective; cease its business activities and withdraw from any jurisdiction in which the Company is qualified to do business (unless any such qualification to do business is necessary, appropriate, or desirable for the liquidation of the Company’s assets and for the proper winding up of the Company); and take all actions required or permitted under the applicable dissolution procedures of the DGCL.

Further, we will close our transfer books on the date we file the Certificate of Dissolution with the Delaware Secretary of State (the “Final Record Date”). After such time, we will not record any further transfers of our common stock, except pursuant to the provisions of a deceased stockholder’s will, intestate succession or by operation of law and we will not issue any new stock certificates, other than replacement certificates. In addition, after the Final Record Date, we will not issue any shares of our common stock upon exercise of equity awards. As a result of the closing of our transfer books, it is anticipated that distributions, if any, made in connection with the Dissolution will be made pro rata to the same stockholders of record as the stockholders of record as of the Final Record Date, and it is anticipated that no further trading of our Class A common stock will occur after the Final Record Date.

Our Class A common stock is currently listed on the Nasdaq Stock Market (“Nasdaq”). Our Class A common stock may be delisted prior to the date we file the Certificate of Dissolution, and trading will be suspended on that date or as soon thereafter as is reasonably practicable. If our Class A common stock is delisted prior to the date we file the Certificate of Dissolution, trading in our Class A common stock may be very limited. Refer to “Risk Factors—We may have our Class A common stock delisted from Nasdaq, after which it will not be possible for stockholders to publicly trade our Class A common stock” for more information.

The Company will not retain a transfer agent following the date of filing of the Certificate of Dissolution. In addition, the Company may deregister its shares of Class A common stock under Section 12(b), and suspend its periodic reporting obligations under Section 15(d), of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, subject to approval by the Board, under the Plan of Dissolution, the officers, employees and agents of the Company will, as promptly as feasible, proceed to: collect all sums due or owing to the Company; and out of the assets and properties of the Company, pay, satisfy, and discharge or make adequate provision for the payment, satisfaction, and discharge of all debts and liabilities of the Company pursuant to the Plan of Dissolution, including all expenses of the sales of assets and of the dissolution and liquidation provided for by the Plan of Dissolution.

Corporate Existence

If the Dissolution Proposal is approved by our stockholders and if the Board determines to proceed with the Dissolution, the Board will have the authority to file a Certificate of Dissolution with the Delaware Secretary of State closing of the Asset Sale. Such filing may be made by the Board in its sole discretion and the Board has not set a deadline to make its decision to proceed with the filing of a Certificate of Dissolution. Pursuant to the DGCL, our corporate existence will continue for a period of at least three years following the filing of the Certificate of Dissolution for the purpose of prosecuting and defending suits, winding up the Company and making distributions to stockholders, but not for the purpose of continuing to engage in any business for which the Company was organized. The three-year statutory winding-up period can be extended by the Delaware Court of Chancery. In addition, the Company may remain a body corporate beyond the three-year period for the sole purpose of proceedings begun before or during the three-year period. As a result, the winding-up process could extend beyond three years after dissolution and it is difficult to estimate when it will be completed.

Liquidating Distributions

Under the Plan of Dissolution, liquidating distributions, if any, will be made from time to time after the filing of the Certificate of Dissolution to the stockholders of record as of the Final Record Date, in accordance with the provisions of the Company’s certificate of incorporation, as amended from time to time, provided that reasonable provision has been made for the payment, satisfaction and discharge of all known, unascertained, or contingent debts, obligations and liabilities of the Company (including costs and expenses incurred and anticipated to be incurred in connection with the sale and distribution of assets and liquidation of the Company). Pursuant to the Plan of Dissolution, liquidating distributions will be made in cash or in kind, including in stock of, or ownership interests in, subsidiaries of the Company and remaining assets of the Company, if any. Such distributions may occur in a single distribution or in a series of distributions, in such amounts and at such time or times as the Board in its absolute discretion, and in accordance with the DGCL, may determine; provided, however, that the Company must complete the distribution of all its properties and assets to its stockholders as provided in the Plan of Dissolution as soon as practicable following the filing of its Certificate of Dissolution with the Delaware Secretary of State and in any event on or before the tenth anniversary of the filing of the Certificate of Dissolution (the “Final Distribution Date”).

Contingency Reserve

Under the Plan of Dissolution, the Company may establish and retain or set aside a reasonable amount of cash or property to satisfy claims against the Company and its subsidiaries and other obligations of the Company and its subsidiaries, including (a) tax obligations; (b) all expenses of the sale of the Company’s property and assets; (c) the salary, fees, and expenses of members of the Board, management, and employees; (d) expenses for the collection and defense of the Company’s property and assets; (e) the expenses for attorneys and other professional advisors incurred in connection with liquidation and winding up of the Company; and (f) all other expenses related to the dissolution and liquidation of the Company and the winding-up of its affairs. To the extent any unexpended amounts remain in a contingency reserve, such amounts will be distributed to stockholders no later than the Final Distribution Date pursuant to the Plan of Dissolution.

Liquidating Trust

Under the Plan of Dissolution, the Board may, but is not required to, establish a liquidating trust and distribute assets of the Company to the liquidating trust rather than continue to hold the assets in the Company. The liquidating trust may be established by agreement with one or more trustees selected by the Board. If the liquidating trust is established by agreement with one or more trustees, the trust agreement establishing and governing the liquidating trust will be in form and substance determined by the Board. The trustees will in general be authorized to take charge of the Company’s property, and to sell and convert into cash or other distributable form any and all corporate non-cash or non-distributable assets and collect the debts and property

due and belonging to the Company, with power to prosecute and defend, in the name of the Company, or otherwise, all such suits as may be necessary or proper for the foregoing purposes, and to appoint an agent under it and to do all other acts which might be done by the Company that may be necessary, appropriate or advisable for the final settlement of the unfinished business of the Company.

Indemnification and Advancement of Expenses

The Plan of Dissolution provides that the Company will continue to indemnify and advance expenses to its officers, directors, employees and agents in accordance with its Certificate of Incorporation and the Bylaws and any contractual arrangements for actions taken in connection with the liquidation and the winding up of the affairs of the Company. The Board is authorized under the Plan of Dissolution to obtain and maintain directors’ and officers’ liability insurance and any other insurance as may be necessary, appropriate, or advisable to cover the Company’s obligations.

Amendment, Modification or Abandonment

If for any reason the Board determines that such action would be in the best interests of the Company, it may abandon the Dissolution or modify or abandon the Plan of Dissolution and all actions contemplated thereunder, including the proposed winding up of the Company, notwithstanding the stockholder approval of the Dissolution, to the extent permitted by the DGCL; provided, however, that the Board may not revoke the Dissolution following the filing of the Certificate of Dissolution without first obtaining stockholder approval in accordance with the DGCL. Following the abandonment of the Dissolution, the Plan of Dissolution will be void.

Complete Liquidation

Distributions to the stockholders made pursuant to the Plan of Dissolution are intended to be treated as made in complete liquidation of the Company within the meaning of Sections 331 and 336 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. Under the Plan of Dissolution, the adoption of the Plan of Dissolution by the stockholders will constitute full and complete authority for the making by the Board of all such liquidating distributions.

Officers and Directors Following the Dissolution Date

We expect that certain members of our Board and certain of our remaining officers will oversee the winding up of the Company. As compensation for the foregoing, our remaining directors will continue to receive compensation, as determined by the Board.

Dissolution Completion Date

The Company has not yet determined an expected completion date of the Dissolution, if any. The Plan of Dissolution, however, provides that all liquidating distributions be made before the tenth anniversary of the effective date of the Dissolution.

No Appraisal Rights

Appraisal rights are a statutory remedy available in many states to stockholders who object to certain extraordinary actions taken by a corporation, such as mergers or certain other change of control transactions. This remedy typically allows dissenting stockholders to require the corporation to buy their stock at a price equal to its fair value immediately before the extraordinary corporate action is taken. Under Delaware law, stockholders do not have dissenters’ rights of appraisal in connection with the Dissolution or Plan of Dissolution.

Tax Consequences

See “Material United States Federal Income Tax Consequences to Allbirds Stockholders.”

THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE DISSOLUTION PROPOSAL.

THE ADJOURNMENT PROPOSAL (PROPOSAL NO. 5)

If the number of shares of common stock present in person or represented by proxy at the Special Meeting voting in favor of the proposals is insufficient to approve the proposals at the time of the Special Meeting, we intend to adjourn the Special Meeting to a later date or dates in order to enable the Board to solicit additional proxies in respect of the proposals.

In this proposal regarding the adjournment of the Special Meeting, we are asking you to approve one or more adjournments of the Special Meeting, if necessary, for the purpose of soliciting additional proxies in favor of the proposals. If our stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against the proposals, as applicable. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against the proposals such that the proposals, as applicable, would be defeated, we could adjourn the Special Meeting without a vote on the approval of the proposals, and seek to convince the holders of those shares to change their votes to votes in favor of the proposals. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present at the Special Meeting. The Bylaws also permit the chairperson of the Special Meeting to adjourn the Special Meeting, whether or not a quorum is present.

Vote Required for Approval

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of common stock present virtually or represented by proxy and entitled to vote on the matter. Abstentions will have the effect of a vote against the Adjournment Proposal. Broker non-votes, if any, will have no effect on the Adjournment Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO ALLBIRDS STOCKHOLDERS

The following discussion is a general summary of the material U.S. federal income tax consequences of the transactions contemplated by this proxy statement to the Company’s stockholders who hold their shares of Company common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment), but does not purport to be a complete analysis of all the potential tax effects of the transactions contemplated by this proxy statement. The discussion addresses neither the tax consequences that may be relevant to particular categories of investors subject to special treatment under certain U.S. federal income tax laws (such as financial institutions, dealers in securities, insurance companies, traders in securities who elect to apply a mark-to-market method of accounting, tax-exempt organizations, tax-qualified retirement plans, partnerships, persons who hold shares of Company common stock as part of a hedge, straddle, constructive sale or conversion transaction, persons who acquired their shares of Company common stock through the exercise of employee stock options or otherwise as compensation, former citizens or residents of the United States, persons who hold their shares of Company common stock as “qualified small business stock” within the meaning of Section 1202 of the Code, U.S. stockholders (as defined below) whose “functional currency” is not the U.S. dollar, regulated investment companies or real estate investment trusts, “controlled foreign corporations” as defined in Section 957 of the Code, “passive foreign investment companies” as defined in Section 1297 of the Code, corporations that accumulate earnings to avoid U.S. federal income tax, “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds, persons subject to special tax accounting rules as a result of any item of gross income with respect to Company common stock being taken into account in an applicable financial statement, or persons who own (directly or through attribution) five percent or more (by voting power or value) of all Company common stock) nor any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction or any tax consequences under the alternative minimum tax or estate and gift tax provisions of the Code.

The discussion below is based upon the Code, the Treasury Regulations thereunder, administrative rulings and judicial decisions now in effect, all of which are subject to change at any time, either prospectively or retrospectively, by legislative, administrative or judicial action. The following discussion is not binding on the IRS or the courts. No ruling has been requested from the IRS with respect to the anticipated tax treatment of any of the transactions contemplated by this proxy statement, and the Company will not seek an opinion of counsel with respect to the anticipated tax treatment summarized herein. If any of the conclusions stated herein prove to be incorrect, increased taxation could result, thus reducing the benefit to Company stockholders from the transactions contemplated by this proxy statement.

If an entity or arrangement treated as a partnership for U.S. federal tax purposes holds Company common stock, the tax treatment of a person treated as a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships holding Company common stock and partners in such partnerships should consult their tax advisors regarding the consequences of the transactions contemplated by this proxy statement.

For purposes of this discussion, the term “U.S. stockholder” means a beneficial owner of Company common stock that is any of the following: (i) a citizen or individual resident of the United States; (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust that (1) is subject to the primary supervision of a U.S. court and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have authority to control all of the substantial decisions of the trust, or (2) has a valid election in effect to be treated as a United States person.

For purposes of this discussion, a “non-U.S. stockholder” is any beneficial owner of Company common stock that is neither a U.S. stockholder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

For tax consequences arising if the Company completes the Asset Sale and distributes some or all of the proceeds as one or more distribution(s) outside the Plan of Dissolution, see the section below entitled “U.S. Federal Income Tax Consequences of a Current Distribution.” For tax consequences arising if the Company makes distributions pursuant to the Plan of Dissolution, see the section below entitled “U.S. Federal Income Tax Consequences of the Dissolution.”

THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE, AND MUST NOT BE CONSTRUED AS, TAX ADVICE TO THE STOCKHOLDERS. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THIS PROXY STATEMENT, INCLUDING ALL ASPECTS OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES.

U.S. Federal Income Tax Consequences of a Current Distribution

Generally

If the Company completes the Asset Sale and distributes some or all of the proceeds as one or more distribution(s) outside the Plan of Dissolution, such distribution(s) will constitute dividends for U.S. federal income tax purposes to the extent paid from the Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts that exceed such current and accumulated earnings and profits will be applied against and reduce a Company stockholder’s tax basis in their Company common stock, but not below zero. Amounts that exceed both the Company’s current and accumulated earnings and profits and the stockholder’s tax basis in their Company common stock will be treated as gain realized on the sale or other disposition of such stock.

U.S. Stockholders

Non-corporate U.S. stockholders are currently taxed on the amount of distributions characterized as dividends at a maximum federal income tax rate of 20%. In addition, dividends received by certain U.S. stockholders who are individuals, trusts or estates are subject to an additional Medicare tax of 3.8%. Dividends received by corporate U.S. stockholders may be eligible for a dividend received deduction.

Any capital gain recognized with respect to a share of Company common stock will be long-term capital gain if the U.S. stockholder held the share for more than one year and short-term capital gain if otherwise. Long-term capital gain recognized by a U.S. stockholder that is an individual, estate or trust generally is taxed at a maximum current U.S. federal income tax rate of 20%. Additionally, certain U.S. stockholders who are individuals, trusts or estates are required to pay a Medicare tax of 3.8% (in addition to taxes they would otherwise be subject to) on investment income, which would include gains from the sale of Company common stock held as a capital asset. In the case of a U.S. stockholder that is a corporation, capital gains are currently taxed at the same rate as ordinary income.

Non-U.S. Stockholders

Subject to the discussions below regarding “effectively connected income” and the sections entitled “Information Reporting and Backup Withholding” and “FATCA,” dividends paid to a non-U.S. stockholder will generally be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends or such lower rate specified by an applicable income tax treaty. To receive the benefit of a reduced treaty rate, a non-U.S. stockholder must furnish the Company or the applicable withholding agent with a valid IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) on or before the date dividends are paid certifying as to the stockholder’s qualification for the reduced rate. If the non-U.S. stockholder holds the stock through a financial institution or other agent acting on the non-U.S. stockholder’s behalf, the non-U.S. stockholder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to the Company or the withholding agent, either directly or through other intermediaries.

If a non-U.S. stockholder holds Company common stock in connection with the conduct of a trade or business in the United States, and dividends paid on such Company common stock are effectively connected with such non-U.S. stockholder’s U.S. trade or business (and are attributable to such stockholder’s permanent establishment or fixed base in the United States if required by an applicable tax treaty), the non-U.S. stockholder will be exempt from U.S. federal withholding tax. To claim the exemption, the non-U.S. stockholder must generally furnish a valid IRS Form W-8ECI (or applicable successor form) to the applicable withholding agent. However, any such effectively connected dividends paid on Company common stock generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such non-U.S. stockholder were a U.S. person. A non-U.S. stockholder that is a foreign corporation also may be subject to branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

Non-U.S. stockholders that do not timely provide the applicable required certifications described above, but who qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. stockholders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Distributions that exceed the Company’s current and accumulated earnings and profits are first applied against the non-U.S. stockholders’ basis in their shares of Company common stock, to the extent thereof, and then treated as gain from the sale or exchange of such stock. Gain from the sale or exchange of Company common stock held by a non-U.S. stockholder is subject to tax as described below in the section entitled “U.S. Federal Income Tax Consequences of the Dissolution—Non-U.S. Stockholders.”

U.S. Federal Income Tax Consequences of the Dissolution

U.S. Stockholders

If the Company consummates the Dissolution and liquidates, it is intended that any distributions to Company stockholders pursuant to the Plan of Dissolution be treated as a series of distributions made in complete liquidation of the Company. Each liquidating distribution will be allocated proportionately to each common share owned by a U.S. stockholder, with the result that gain or loss will be computed on a “per share” basis. Liquidating distributions are first applied against, and reduce, the U.S. stockholder’s tax basis with respect to each share of Company common stock. A U.S. stockholder’s tax basis in its shares will generally equal the stockholder’s cost to acquire the shares reduced by any prior distributions to the stockholder that, for the taxable year of the distribution, exceed the Company’s current and accumulated earnings and profits. Gain will be recognized in connection with a liquidating distribution only to the extent the aggregate value of all liquidating distributions received by the U.S. stockholder with respect to any share exceeds the U.S. stockholder’s tax basis for that share. If the aggregate value of all liquidating distributions allocated to a share of Company common stock is less than the U.S. stockholder’s basis in such share, the U.S. stockholder will generally recognize a loss in the year the final liquidating distribution is received.

Any gain or loss recognized with respect to a share or block of shares acquired at the same time will be long-term capital gain or loss if the U.S. stockholder held the share or block of shares for more than one year and short-term capital gain or loss if otherwise. Long-term capital gain recognized by a U.S. stockholder that is an individual, estate or trust generally is taxed at a maximum current U.S. federal income tax rate of 20%. Additionally, certain U.S. stockholders who are individuals, trusts or estates are required to pay a Medicare tax of 3.8% (in addition to taxes they would otherwise be subject to) on investment income. In the case of a U.S. stockholder that is a corporation, capital gains are currently taxed at the same rate as ordinary income. The deductibility of capital losses is subject to limitations. The tax basis of any property other than cash received by each U.S. stockholder in connection with the Dissolution will be the fair market value of the property at the time of the distribution.

If the Company effects the Dissolution and liquidates, the Company will, at the close of the taxable year in which a liquidating distribution is made, provide Company stockholders and the IRS with a statement of the amount of cash and the Company’s best estimates of the fair market value of any property distributed to such stockholders during that year as determined by the Company, at such time and in such manner as required by the Treasury Regulations.

Notwithstanding the Company’s position that any distributions made pursuant to the Plan of Dissolution will be treated as a series of distributions in complete liquidation of the Company, it is possible that the IRS or a court could determine that any of these distributions is a current distribution, taxable to U.S. stockholders as described above under the section titled “U.S. Federal Income Tax Consequences of a Current Distribution – U.S. Stockholders.”

If a U.S. stockholder is required to satisfy any liability not fully covered by the Company’s contingency reserve, payments by such U.S. stockholder in satisfaction of such liabilities would generally result in a capital loss in the year paid. Individual U.S. stockholders cannot carry back capital losses to prior years to offset any capital gains realized from a liquidating distribution in those years. Corporate U.S. stockholders can generally carry back capital losses to the three taxable years preceding the loss year.

Non-U.S. Stockholders

In general, a distribution in complete liquidation of a U.S. domestic corporation is treated as an amount received in exchange for the shares held by the corporation’s non-corporate stockholders and by its corporate stockholders owning less than eighty percent (80%) of the shares. Subject to the discussions below regarding effectively connected income and the sections entitled “Information Reporting and Backup Withholding” and “FATCA,” any gain from such a sale or exchange is generally not subject to U.S. federal income tax for non-U.S. stockholders unless:

•

the gain is “effectively connected” with a trade or business carried on by the non-U.S. stockholder within the United States and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. stockholder;

•

the non-U.S. stockholder is an individual and is present in the United States for 183 days or more in the taxable year of the liquidating distribution and certain other conditions are satisfied; or

•

the Company is or has been a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any time within the shorter of the five-year period ending on the date of the liquidating distribution and the non-U.S. stockholder’s holding period.

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at regular U.S. federal income tax rates. A non-U.S. stockholder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A non-U.S. stockholder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of Company common stock, which may be offset by U.S. source capital losses of the non-U.S. stockholder (even though the individual is not considered a resident of the United States), provided the non-U.S. stockholder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, although there can be no assurances in this regard, the Company believes it (i) is not, and will not become, a USRPHC and (ii) has not been a USRPHC at any time during the five-year period ending on the date of the hereof. Even if the Company was, is, or becomes a USRPHC, gain recognized by a non-U.S. stockholder may still not be subject to U.S. federal income tax under one or more exceptions under the Code.

If any distribution made pursuant to the Plan of Dissolution is not treated as a distribution in complete liquidation of the Company, such distribution would be treated as a current distribution taxable as described above in the section entitled “U.S. Federal Income Tax Consequences of a Current Distribution – Non-U.S. Stockholders.”

Non-U.S. stockholders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

U.S. Income Tax Consequences of a Liquidating Trust

If the Company transfers assets to a liquidating trust in connection with the Dissolution, the Company intends to structure the trust so that it will be treated as a liquidating trust for U.S. federal income tax purposes. Accordingly, it is expected that the liquidating trust itself should not be subject to income tax.

In such a case, Company stockholders would be treated for U.S. federal income tax purposes as having received a distribution from the Company at the time of transfer of their pro rata shares of money and property transferred to the liquidating trust, reduced by the amount of known liabilities assumed by the liquidating trust or to which the property transferred is subject, and then having contributed such money and property to the trust. Such distribution is intended to be treated as a distribution in complete liquidation of the Company if made pursuant to the Plan of Dissolution, the effect of which is discussed above in the sections entitled “U.S. Federal Income Tax Consequences of the Dissolution—U.S. Stockholders” and “U.S. Federal Income Tax Consequences of the Dissolution—Non-U.S. Stockholders.”

If the trust is a “liquidating trust” for U.S. federal income tax purposes, the Company would expect it to be treated as a “grantor trust” for U.S. federal income tax purposes. In that case, each unit or interest in the liquidating trust would represent ownership of an undivided proportionate interest in all of the assets and liabilities of the liquidating trust and a Company stockholder would be treated for U.S. federal income tax purposes as directly receiving or paying, as applicable, a pro rata portion of all income, gain, loss, deduction, and credit of the liquidating trust. A Company stockholder would be taxed each year on its share of income from the liquidating trust, net of such stockholder’s share of any expenses or other amounts that are deductible by such stockholder for U.S. federal income tax purposes whether or not such stockholder receives a distribution of cash from the liquidating trust that year. The long-term or short-term character of any capital gain or loss recognized in connection with any sale of the liquidating trust’s assets would be determined based upon a holding period commencing at the time of the acquisition by a Company stockholder of such stockholder’s beneficial interest in the liquidating trust. When the liquidating trust makes distributions to Company stockholders, the stockholders generally would not recognize any additional gain or loss.

Because Company stockholders would be treated as owning their respective shares of the liquidating trust’s assets, they would be treated as directly engaging in the operations of the liquidating trust. As such, non-U.S. stockholders may be considered to derive income that is effectively connected with a U.S. trade or business. In that event, non-U.S. stockholders would be subject to U.S. federal income tax and, for corporate non-U.S. stockholders, branch profits tax. The liquidating trust may withhold tax on liquidating distributions made to non-U.S. stockholders. Any withheld tax will be creditable against the non-U.S. stockholder’s U.S. federal income tax liability. Non-U.S. stockholders should consult their own tax advisors regarding the U.S. federal income tax consequences that would apply to them if the Company were to transfer assets to a liquidating trust.

After each year-end, the trustee or trustees of the liquidating trust would provide each Company stockholder holding an interest in the liquidating trust with a detailed itemized statement that reports the Company stockholder’s allocable share of all the various categories of income and expense of the liquidating trust for the year. Each Company stockholder must report such items on its U.S. federal income tax return regardless of whether the liquidating trust makes current cash distributions.

The Company will not obtain any IRS ruling as to the tax status of any liquidating trust, and there is no assurance that the IRS or a court will agree with the Company’s conclusion that such trust should be treated as a liquidating trust for U.S. federal income tax purposes. If, contrary to the Company’s expectation, the trust is classified as other than a liquidating trust, it would most likely be treated as a partnership for U.S. federal income tax purposes, and Company stockholders would be treated as partners. In this case, the tax consequences to Company stockholders from owning beneficial interests in the liquidating trust should not differ materially from those that would result if the liquidating trust were classified as a grantor trust; however, a full discussion of the tax consequences to Company stockholders if the liquidating trust were to be treated as a partnership is beyond the scope of this document, and Company stockholders should consult their own tax advisors regarding the tax consequences that would apply to them in such case. Alternatively, the liquidating trust could be taxed as a corporation if the trust elects to be so taxed or is considered a “publicly traded partnership” under the Code. If the liquidating trust were taxed as a corporation, income and losses of the liquidating trust would be reflected on the liquidating trust’s own tax return rather than passing through to Company stockholders, and the liquidating trust would be required to pay U.S. federal income taxes at the regular corporate tax rate. In that case, distributions made by the liquidating trust would be reduced by any such additional taxes imposed on the trust, and, rather than taking into account its share of the trust’s taxable items on an annual basis, a Company stockholder would be subject to tax upon the receipt of distributions from the trust that constitute dividends or distributions in excess of such stockholder’s tax basis in its interests in the trust.

Company stockholders should consult their tax advisors regarding the tax consequences that would apply to them if the Company were to transfer assets to a liquidating trust.

Information Reporting and Backup Withholding

Information reporting may apply to distributions made to Company stockholders, and such distributions may be subject to backup withholding (currently at a rate of 24%). Certain U.S. stockholders are exempt from backup withholding, including corporations and certain tax-exempt organizations, and backup withholding generally will not apply to a U.S. stockholder who furnishes a correct taxpayer identification number on IRS Form W-9. For non-U.S. stockholders, backup withholding generally will not apply if such stockholder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI (or applicable successor forms), or otherwise establishes an exemption. Proceeds from a distribution received through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a stockholder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Each Company stockholder should consult with their own tax advisor regarding the information reporting and backup withholding aspects of the transactions contemplated by this proxy statement.

FATCA

Provisions commonly referred to as “FATCA” impose withholding (separate and apart from, but without duplication of, the withholding tax described above) at a rate of 30% on payments to certain foreign financial institutions (which is broadly defined for this purpose and in general includes investment vehicles) and certain non-financial foreign entities of dividends on, and sale or redemption proceeds from dispositions of, Company common stock unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption applies. Proposed U.S. Treasury Regulations would eliminate the FATCA withholding requirements on gross proceeds from sales, exchanges or dispositions of Company common stock, and the preamble to the proposed regulations provides that taxpayers may rely on these proposed regulations pending their finalization. An intergovernmental agreement between the United States and an applicable non-U.S. country, or future Treasury Regulations, may further modify these requirements.

THE PRECEDING DISCUSSION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE, AND MUST NOT BE CONSTRUED AS, TAX ADVICE TO THE STOCKHOLDERS. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THIS PROXY STATEMENT, INCLUDING ALL ASPECTS OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of the Company’s common stock as of April 13, 2026, the record date, by:

•

each person or group of affiliated persons known by us to beneficially own greater than 5% of our Class A or Class B common stock;

•

each of our named executive officers and directors; and

•

all directors and officers as a group.

We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on shares of Class A common stock and shares of Class B common stock outstanding as of the record date. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to options held by the person that are currently exercisable, or exercisable or restricted stock unit awards that would vest based on service-based vesting conditions within 60 days of April 13, 2026. However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Allbirds, Inc., 530 Washington Street, San Francisco, CA 94111.

Class A Common Stock

Class B Common Stock

% of Total
Voting Power†

Name

Shares

5% Stockholders

Entities affiliated with Maveron

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[

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[

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[

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[

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Entities affiliated with Fidelity

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[

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[

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[

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[

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Entities affiliated with Ghost Angel LLC

[

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[

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[

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[

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[

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Named Executive Officers and Directors

Joseph Zwillinger

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[

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[

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[

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[

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Timothy Brown

[

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[

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[

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[

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[

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Ann Mitchell

[

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[

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[

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[

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[

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Joe Vernachio

[

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[

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[

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[

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[

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Dick Boyce

[

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[

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[

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[

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[

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Dan Levitan(

[

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[

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SEC Form PREM14A filed by Allbirds Inc.