BIRD · Allbirds, Inc.

Allbirds has executed definitive agreements for a transformative $50M senior secured convertible notes facility, marking a strategic pivot from its loss-making footwear business to AI compute infrastructure. The facility structure provides immediate liquidity via a $3.25M initial tranche (at 5% OID), with structured follow-on tranches up to $46.75M contingent on stockholder approval of Nasdaq compliance issuance and other conditions. Notes feature 12% interest (payable in shares or cash subject to equity conditions), conversion at a 20% premium to recent bid prices with VWAP-based alternate pricing (85-93% discounts on default/low VWAP), and robust investor protections including redemption rights at 125% premiums on events of default, change of control, or subsequent financings/asset sales. Security is first-priority on assets including NewBird AI subsidiary's GPU purchases, subordinated only to existing senior credit facility (amended to permit this transaction). Proceeds fund acquisition of high-end NVIDIA Blackwell GPUs leased under a $2.75M 3-year deal with QumulusAI, positioning Allbirds (to be renamed NewBird AI post-asset sale) as a GPU-as-a-Service provider amid surging AI compute demand. Stockholder approval is critical for conversions exceeding Nasdaq limits; special meeting set for May 18. Risks include execution in unproven AI infrastructure space, dilution potential, and dependency on asset sale closing for business separation. This high-risk/high-reward shift addresses footwear losses but exposes shareholders to new sector uncertainties while offering special dividend upside from sale proceeds.