Subsequent Events	3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Subsequent to period end, we determined that we intend to continue operating Allbirds, Inc. after the Asset Sale (as defined in Note 1). In continuing to operate after the Asset Sale, we intend to rename Allbirds, Inc., and operate under a new corporate name. Our Board of Directors has not yet made a final decision on a new name for the company. 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 of supporting 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”). Facility Matters Securities Purchase Agreement On April 14, 2026, the Company entered into a Securities Purchase Agreement, which was amended and restated on April 19, 2026 (the “A&R Purchase Agreement”), pursuant to which the Company agreed to issue and sell to the holder of the Convertible Notes senior secured convertible notes in an aggregate original principal amount of up to $50.0 million (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 by a newly formed wholly owned subsidiary of the Company (the “Lessor”) and the costs and expenses of the private placements. The A&R Purchase Agreement contains customary representations, warranties and covenants. Pursuant to the A&R Purchase Agreement, for the twenty-four months immediately following the date on which the Convertible Notes are first issued, the holders of the Convertible Notes have 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. GPU Lease Using proceeds from the initial tranche of the Convertible Notes, the Company, through the Lessor, has purchased server equipment utilizing current-generation NVIDIA Blackwell GPUs (the “Purchased GPU Assets”). Simultaneously, the Lessor entered into an approximately $2.75 million, three-year lease agreement with a subsidiary of QumulusAI, Inc. (the “Lessee”) for the Purchased GPU Assets, with an end-of-term purchase option provided to the Lessee. Convertible Notes The Convertible Notes contain 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 contain standard and customary events of default. At the initial closing, $3.25 million in aggregate principal amount of Convertible Notes was issued on April 19, 2026. The remaining Convertible Notes, if issued, will be issued in multiple closings. An additional $2.0 million in aggregate principal amount of Convertible Notes will be issued subject to the satisfaction of customary conditions and the required stockholder approval. The remaining additional tranches, in an aggregate principal amount of up to $44.75 million in Convertible Notes, may be sold solely at the option of the holders of the Convertible Notes. Unless earlier converted, or redeemed, the Convertible Notes will mature on the second anniversary of the date of issuance (the “Maturity Date”), and 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. The Convertible Notes bear interest at the rate of 12.0% per annum which (a) will commence accruing on the date of issuance, (b) will be computed on the basis of a 360-day year and twelve 30-day months and (c) will 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 Convertible Notes are issued with a 5% original issue discount. We are required to pay a late charge not in excess of 17% on any amount of principal or other amounts that are not paid when due. The Convertible Notes will be senior secured obligations of the Company (subject only to certain permitted indebtedness, including the indebtedness of the Company and certain of its subsidiaries under the Amended Credit Agreement (as defined herein) to be paid in full concurrently with the closing of the Asset Sale), which will be secured by the Electronics Assets, and upon the closing of the Asset Sale, all the other assets of the Company and its subsidiaries. Subject to the foregoing, until such date no Convertible Notes remain outstanding, all payments due under the Convertible Notes will be senior to all of our other indebtedness and other indebtedness of any of our subsidiaries. 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 then-applicable “Conversion Price.” 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 our Class A common stock outstanding immediately after giving effect to such conversion or issuance. The beneficial ownership percentage limitation may be increased to a maximum of 9.99%, at the option of the holder, except that any increase will only be effective upon 61-days’ prior written notice to the Company. The maximum beneficial ownership limitation may not be waived or amended and will apply to any successor holder of a Convertible Note. Credit Agreement Matters On April 19, 2026, the Company and Second Avenue Capital Partners LLC entered into a Second Amendment to Credit Agreement. The Second Amendment to Credit Agreement among other things, amends the Existing Credit Agreement to expressly permit the Company to enter into the A&R Purchase Agreement, Issue the Convertible Notes and the grant liens on the Company’s assets (including on the Electronics Assets) in favor of the holder of the Convertible Notes. In connection with the Second Amendment to Credit Agreement, on April 19, 2026, the Company, Second Avenue Capital Partners LLC, the holder of the Convertible Notes and the Lessor entered into a Subordination Agreement, to among other things, provide for the subordination of (i) the Company’s obligations to the holder of the Convertible Notes arising under the Facility to all of the Company’s obligations owing to the Agent arising under Amended Credit Agreement and (ii) the holder of the Convertible Notes security interests in the Company’s assets and property (other than the Company’s equity in the Lessor) to all of the Agent’s security interests in the Company’s assets and property. ATM Matters On April 28, 2026, the Company entered into a Class A Common Stock Sales Agreement (the “Sales Agreement”) with Chardan Capital Markets LLC (“Chardan”), to sell shares of its Class A common stock (the “ATM Shares”), from time to time, through an “at the market offering” program under which Chardan, acting as sales agent or principal (including through its affiliates), will offer and sell the ATM Shares. The sales, if any, of the ATM Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Sales Agreement replaces that certain Class A Common Stock Sales Agreement, dated June 30, 2025, between the Company and TD Securities (USA) LLC. The Company will pay Chardan a commission rate of up to 3% of the aggregate gross proceeds from each sale of ATM Shares. The Company will also reimburse Chardan for certain specified expenses in connection with the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the ATM Shares. The Company is not obligated to sell any of the ATM Shares under the Sales Agreement and may at any time suspend sales thereunder. The Sales Agreement may be terminated by either the Company or Chardan with 10 days notice, or earlier under certain circumstances. The ATM Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-288434) filed by the Company with the SEC on June 30, 2025, and declared effective by the SEC on July 10, 2025 (the “Registration Statement”). The Company filed a prospectus supplement (the “Prospectus Supplement”), dated April 29, 2026, to the Registration Statement with the SEC in connection with the offer and sale of the ATM Shares.

Subsequent to period end, we determined that we intend to continue operating Allbirds, Inc. after the Asset Sale (as defined in Note 1). In continuing to operate after the Asset Sale, we intend to rename Allbirds, Inc., and operate under a new corporate name. Our Board of Directors has not yet made a final decision on a new name for the company. 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 of supporting 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”).

On April 14, 2026, the Company entered into a Securities Purchase Agreement, which was amended and restated on April 19, 2026 (the “A&R Purchase Agreement”), pursuant to which the Company agreed to issue and sell to the holder of the Convertible Notes senior secured convertible notes in an aggregate original principal amount of up to $50.0 million (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 by a newly formed wholly owned subsidiary of the Company (the “Lessor”) and the costs and expenses of

the private placements. The A&R Purchase Agreement contains customary representations, warranties and covenants. Pursuant to the A&R Purchase Agreement, for the twenty-four months immediately following the date on which the Convertible Notes are first issued, the holders of the Convertible Notes have 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.

Using proceeds from the initial tranche of the Convertible Notes, the Company, through the Lessor, has purchased server equipment utilizing current-generation NVIDIA Blackwell GPUs (the “Purchased GPU Assets”). Simultaneously, the Lessor entered into an approximately $2.75 million, three-year lease agreement with a subsidiary of QumulusAI, Inc. (the “Lessee”) for the Purchased GPU Assets, with an end-of-term purchase option provided to the Lessee.

The Convertible Notes contain 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 contain standard and customary events of default.

At the initial closing, $3.25 million in aggregate principal amount of Convertible Notes was issued on April 19, 2026. The remaining Convertible Notes, if issued, will be issued in multiple closings. An additional $2.0 million in aggregate principal amount of Convertible Notes will be issued subject to the satisfaction of customary conditions and the required stockholder approval. The remaining additional tranches, in an aggregate principal amount of up to $44.75 million in Convertible Notes, may be sold solely at the option of the holders of the Convertible Notes.

Unless earlier converted, or redeemed, the Convertible Notes will mature on the second anniversary of the date of issuance (the “Maturity Date”), and 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.

The Convertible Notes bear interest at the rate of 12.0% per annum which (a) will commence accruing on the date of issuance, (b) will be computed on the basis of a 360-day year and twelve 30-day months and (c) will 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 Convertible Notes are issued with a 5% original issue discount. We are required to pay a late charge not in excess of 17% on any amount of principal or other amounts that are not paid when due.

The Convertible Notes will be senior secured obligations of the Company (subject only to certain permitted indebtedness, including the indebtedness of the Company and certain of its subsidiaries under the Amended Credit Agreement (as defined herein) to be paid in full concurrently with the closing of the Asset Sale), which will be secured by the Electronics Assets, and upon the closing of the Asset Sale, all the other assets of the Company and its subsidiaries. Subject to the foregoing, until such date no Convertible Notes remain outstanding, all payments due under the Convertible Notes will be senior to all of our other indebtedness and other indebtedness of any of our subsidiaries.

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 then-applicable “Conversion Price.” 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 our Class A common stock outstanding immediately after giving effect to such conversion or issuance. The beneficial ownership percentage limitation may be increased to a maximum of 9.99%, at the option of the holder, except that any increase will only be effective upon 61-days’ prior written notice to the Company. The maximum beneficial ownership limitation may not be waived or amended and will apply to any successor holder of a Convertible Note.

On April 19, 2026, the Company and Second Avenue Capital Partners LLC entered into a Second Amendment to Credit Agreement. The Second Amendment to Credit Agreement among other things, amends the Existing Credit Agreement to expressly permit the Company to enter into the A&R Purchase Agreement, Issue the Convertible Notes and the grant liens on the Company’s assets (including on the Electronics Assets) in favor of the holder of the Convertible Notes.

In connection with the Second Amendment to Credit Agreement, on April 19, 2026, the Company, Second Avenue Capital Partners LLC, the holder of the Convertible Notes and the Lessor entered into a Subordination Agreement, to among other things, provide for the subordination of (i) the Company’s obligations to the holder of the Convertible Notes arising under the Facility to all of the Company’s obligations owing to the Agent arising under Amended Credit Agreement and (ii) the holder of the Convertible Notes security interests in the Company’s assets and property (other than the Company’s equity in the Lessor) to all of the Agent’s security interests in the Company’s assets and property.

On April 28, 2026, the Company entered into a Class A Common Stock Sales Agreement (the “Sales Agreement”) with Chardan Capital Markets LLC (“Chardan”), to sell shares of its Class A common stock (the “ATM Shares”), from time to time, through an “at the market offering” program under which Chardan, acting as sales agent or principal (including through its affiliates), will offer and sell the ATM Shares. The sales, if any, of the ATM Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Sales Agreement replaces that certain Class A Common Stock Sales Agreement, dated June 30, 2025, between the Company and TD Securities (USA) LLC.

The Company will pay Chardan a commission rate of up to 3% of the aggregate gross proceeds from each sale of ATM Shares. The Company will also reimburse Chardan for certain specified expenses in connection with the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the ATM Shares.

The Company is not obligated to sell any of the ATM Shares under the Sales Agreement and may at any time suspend sales thereunder. The Sales Agreement may be terminated by either the Company or Chardan with 10 days notice, or earlier under certain circumstances.

The ATM Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-288434) filed by the Company with the SEC on June 30, 2025, and declared effective by the SEC on July 10, 2025 (the “Registration Statement”). The Company filed a prospectus supplement (the “Prospectus Supplement”), dated April 29, 2026, to the Registration Statement with the SEC in connection with the offer and sale of the ATM Shares.