BIRD · Allbirds, Inc.

Allbirds, Inc. has entered into a definitive Asset Purchase Agreement to sell substantially all of its assets to Allbirds IP LLC, an affiliate of American Exchange Group, for an aggregate purchase price of $39 million in cash. This transaction represents a complete exit strategy for the Company, involving the sale of core assets including global intellectual property, inventory, and accounts receivable. The agreement was negotiated by a special committee of independent directors and unanimously approved by the Board, though it remains subject to stockholder approval.

The financial terms include a $2 million deposit to be held in escrow and a $3 million escrow fund at closing to cover potential purchase price adjustments and indemnification claims. The agreement stipulates a termination fee of $1.25 million payable to the Purchaser if the Company terminates the agreement to accept a Superior Proposal. The transaction is targeted to close in the second quarter of 2026, with the Company intending to file a Certificate of Dissolution and distribute net proceeds to stockholders in the third quarter of 2026.

Concurrently, the Company amended its existing Credit Agreement with Second Avenue Capital Partners LLC to facilitate the transaction. The amendment provides consent for the asset sale and waives existing defaults related to store closures and a going concern qualification in the upcoming audit report. The amendment adjusts key financial covenants, including lowering the minimum unrestricted cash requirement and replacing the EBITDA covenant with a liquidity-based covenant. The lender requires the loan obligations to be fully paid and commitments terminated shortly after the stockholder vote, aligning the debt structure with the company's wind-down timeline.