bird-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-40963

Allbirds, Inc.

(Exact name of registrant as specified in its charter)


Delaware						47-3999983
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

530 Washington St.

San Francisco, CA 94111

(628) 225-4848

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

BIRD

The Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of May 1, 2026, the number of shares of the registrant’s Class A common stock outstanding was 6,274,827 and the number of shares of the registrant’s Class B common stock outstanding was 2,531,224.

TABLE OF CONTENTS


		Page
Special Note Regarding Forward-Looking Statements		i
Risk Factors Summary		iii
Part I—Financial Information		1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38
Part II—Other Information		39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	62
Signatures

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains 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 contained in this Quarterly Report on Form 10-Q, including, but not limited to, statements regarding or implying the Company’s expectations and intentions regarding: our future results of operations, financial condition, business strategy and plans, the completion or effects of the Asset Sale, making the Asset Sale Dividend to stockholders and the timing and amount thereof, efforts related to our anticipated Electronics Infrastructure Business, efforts related to liquidity (including use of existing debt and equity facilities, supplemental debt and equity financing opportunities, and strategic transactions we may pursue), effects of the convertible note Facility, sustainability related efforts, market growth, business models, objectives of management for future operations, and statements regarding the benefits and timing of the roll-out of new products and technology, 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.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks and uncertainties, including the factors described in “Part II, Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update or revise any forward-looking statements made in this Quarterly Report on Form 10-Q 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. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

Additional Information

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “our company,” and “Allbirds” refer to Allbirds, Inc. and its subsidiaries. The Allbirds design logo, “Allbirds,” and our other registered or common law trademarks, service marks, or trade names appearing in this Quarterly Report on Form 10-Q are the property of Allbirds, Inc. Other trade names, trademarks, and service marks used in this Quarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, we

have omitted the ® and ™ designations, as applicable, for the trademarks we name in this Quarterly Report on Form 10-Q.

We announce material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, our website (allbirds.com), the investor relations section of our website (ir.allbirds.com), our Instagram account (@allbirds), our X account (@allbirds), our LinkedIn account (linkedin.com/company/allbirds), and our Facebook page (@weareallbirds). We use these channels to communicate with investors and the public about our company, our products, and other matters. Therefore, we encourage investors, the media and others interested in our company to review the information we make public in these locations, as such information could be deemed to be material information. Information contained on, or that can be accessed through, our website or social media channels is not incorporated by reference in this Quarterly Report on Form 10-Q.

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RISK FACTORS SUMMARY

Investing in our Class A common stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as more fully described in our Annual Report on Form 10-K for the year ended December 31, 2025, with respect to the risks associated with our historical footwear business, and “Part II, Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q, with respect to the Asset Sale, our anticipated Electronics Infrastructure Business and related matters. Below are some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects:

Risks Associated with our Historical Footwear Business (as more fully described in our Annual Report on Form 10-K for the year ended December 31, 2025)

•We have incurred significant net losses since inception and anticipate that we will continue to incur losses for the foreseeable future.

•We may require additional capital to support business growth, and this capital might be unavailable or might be available only by diluting existing stockholders.

•We may be unable to successfully execute on our long-term growth strategy, including efforts to maintain or grow our current revenue levels, reduce our costs, or accurately forecast demand and supply for our products.

•If we fail to attract new customers, retain existing customers, or maintain or increase sales to customers, our business, financial condition, results of operations, and growth prospects will be harmed.

•Our operating results may fluctuate significantly and our past operating results may not be a good indication of future performance.

•Our efforts to transition our international go-to-market strategy from a direct model to a distributor model may not be successful and may negatively impact our operating results and brand value.

•Economic uncertainty in our key markets may affect consumer purchases of discretionary items, which has affected and may continue to adversely affect demand for our products.

•Our international operations expose us to various risks, such as. foreign currency exchange rate fluctuations, tariffs or global trade wars, trade restrictions, shipping channel constraints, and changing tax laws.

•If we are unable to maintain and enhance the value and reputation of our brand and/or counter any negative publicity, we may be unable to sell our products, which would harm our business and could materially adversely affect our financial condition and results of operations.

•We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively than we can, which could result in a loss of our market share and a decrease in our net revenue and profitability.

•Our focus on using sustainable, high-quality materials and environmentally friendly manufacturing processes and supply chain practices may increase our cost of revenue and hinder our revenue growth.

•Climate change and increased focus by governments, organizations, customers, and investors on sustainability issues, including those related to climate change and socially responsible activities, may adversely affect our reputation, business, and financial results.

•If we are unable to anticipate product trends and consumer preferences, or we fail in our technical and materials innovation to successfully develop and introduce new high-quality products, we may not be able to maintain or increase our revenue and profits.

iii

•We utilize a range of marketing, advertising, and other initiatives to increase existing customers’ spend and to acquire new customers; if the costs of advertising or marketing increase, or if our initiatives fail to achieve their desired impact, we may be unable to grow the business profitably.

•Our business is subject to the risk of manufacturer concentration and our suppliers’ and manufacturers’ ability to provide materials for, and to produce, our products.

•We have a significant amount of long-lived assets, which are assessed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable; additionally, we may never realize the full value of our long-lived assets, causing us to record material impairment charges.

•As a company that operates retail stores, we are subject to various risks, including commercial real estate and labor and employment risks; additionally, we may be unable to successfully implement and expand our third-party distribution and retail arrangements, which could harm our results of operations.

•Our business depends on our ability to maintain a strong community of engaged customers, including through the use of social media. We may be unable to maintain and enhance our reputation and brand if we experience negative publicity, or otherwise fail to meet our customers’ expectations.

•Our financial results may be adversely affected if substantial investments in businesses and operations, including in our retail stores, fail to produce expected returns.

•We are subject to risks related to our ESG activities and disclosures, and our reputation and brand could be harmed if we fail to meet our public sustainability targets and goals.

•Failure of our contractors or our licensees’ contractors to comply with our supplier code of conduct, contractual obligations, local laws, and other standards could harm our business.

•The fluctuating cost of raw materials could increase our cost of revenue and cause our results of operations and financial condition to suffer.

•We may fail to protect our intellectual property rights, our trademark and other proprietary rights may conflict with the rights of others, and we may not be able to acquire, use, or maintain our marks and domain names, any of which could harm our brand, business, financial condition, and results of operations.

•We rely heavily on our information technology systems, as well as those of our third-party vendors, business partners, and service providers, for our business to effectively operate and to safeguard confidential information; any significant failure, inadequacy, interruption, or cybersecurity incident could adversely affect our business, financial condition, and operations.

•We are subject to several unique risks as a result of our status as a Delaware public benefit corporation, or PBC, and certified B Corporation, or B Corp, including that our board of directors’ duty to balance various interests and our public benefit purpose may result in actions that do not maximize stockholder value.

•If we fail to satisfy all applicable requirements of Nasdaq (including minimum closing bid price requirements), our Class A common stock could be delisted, which could adversely affect the liquidity of our Class A common stock and cause the market price of our Class A common stock to decrease.

Risks Associated with Our Post-Asset Sale Business (as more fully described in and “Part II, Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q)

•The Asset Sale may not be completed on the anticipated timeline or at all.

•Any delay in the Asset Sale could materially impair our liquidity and ability to pay the Asset Sale Dividend.

•The net proceeds from the Asset Sale are uncertain and may be materially less than expected.

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•If the Asset Sale is not completed, we may be left operating a legacy business that we have described as unsustainable and loss-making. In that circumstance, we may have significantly fewer strategic alternatives, may need financing on unfavorable terms or may be required to declare bankruptcy.

•We may face securities litigation, derivative claims, books-and-records demands, fiduciary duty claims, appraisal-related claims, regulatory inquiries and other proceedings, any of which could delay the Asset Sale, increase costs, reduce funds available for distribution and impair our ability to pursue the post-closing business.

•Even if the Asset Sale closes, we may not be able to establish a viable continuing business in our anticipated Electronics Infrastructure Business.

•We have no operating history as a company in the Electronics Infrastructure Business and our new business plan is speculative, unproven and subject to change.

•Following the Asset Sale, we will have sold the assets of our historical business and will be operating a fundamentally different business. We will need to build or expand personnel, systems, controls, processes, customer relationships, vendor relationships, branding, market positioning and operating capabilities for a new industry.

•The Electronics Infrastructure Business may never generate meaningful revenue, achieve profitability or produce positive cash flow. The business may require substantial capital expenditures, operating expenses and management attention before generating material revenue, if it generates revenue at all.

•The Electronics Infrastructure Business will compete against larger, more experienced and better-capitalized companies and our limited resources may materially impair our ability to compete or execute our business plan.

•Only $5.25 million of the contemplated Facility is committed, and the remaining $44.75 million is solely at the option of the holders of the Convertible Notes. Stockholders should not assume that any additional tranches will be funded. Without funding beyond the initial committed amount, we may lack the capital necessary to purchase Electronics Assets, develop operations or pursue our business plan, and we may run out of cash.

•Rights granted to holders of the Convertible Notes may limit our strategic and operational flexibility.

•We may experience turnover in senior management and on our Board after the closing of the Asset Sale, and may be unable to attract, retain and integrate personnel with the specialized expertise required for the Electronics Infrastructure Business.

•Market enthusiasm for AI, GPUs and computing infrastructure may be temporary or disconnected from our ability to benefit.

•Technological change may reduce demand for the Electronics Assets we acquire.

•GPU and semiconductor markets involve significant supply-chain concentration and dependency risks.

•The Electronics Infrastructure Business may be affected by export controls, tariffs, sanctions, AI regulation, energy regulation, environmental rules and data center-related laws.

•We may need to build new financial reporting, disclosure, accounting, operational and internal control systems.

•Public company costs may consume a disproportionate amount of our limited resources. SEC reporting, Nasdaq compliance, legal and accounting costs, audit requirements, insurance, governance and investor relations expenses may reduce capital available for the Electronics Infrastructure Business.

•Our Class A common stock has been highly volatile, and recent or future increases in our stock price may not be sustained. The stock price may be influenced by speculation, momentum trading, short covering, media attention, social media commentary, options trading, AI-related investor enthusiasm and other factors unrelated to business fundamentals.

•We may be unable to maintain our Nasdaq listing. Following the Asset Sale, our business, market capitalization, stockholders’ equity and trading characteristics may change materially, and delisting would harm liquidity, market price and access to capital.

•Investors may have difficulty valuing our Class A common stock after the Asset Sale. Our historical financial statements will reflect a materially different business, and the anticipated Electronics Infrastructure Business has limited or no operating history.

If we are unable to adequately address these and other risks we face, our business may be harmed.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

ALLBIRDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	14,397	$	26,690
Accounts receivable	4,375		6,839
Inventory	37,199		38,875
Prepaid expenses and other current assets	8,775		9,712
Total current assets	64,746		82,116

Property and equipment—net	8,952		10,513
Operating lease right-of-use assets	8,290		13,051
Other assets	2,741		3,739
Total assets	$	84,729	$	109,419

Liabilities and stockholders’ equity

Current liabilities:
Accounts payable	23,195		17,768
Accrued expenses and other current liabilities	10,387		14,401
Current lease liabilities	5,589		6,777
Deferred revenue	1,606		1,696
Total current liabilities	40,777		40,642

Non-current liabilities:
Non-current lease liabilities	10,233		15,492
Long-term debt	17,443		17,371

Total non-current liabilities	27,676		32,863
Total liabilities	$	68,453	$	73,505

Commitments and contingencies (Note 11)

Stockholders’ equity:
Class A Common Stock, $0.0001 par value; 2,000,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 6,220,835 and 6,176,841 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	1		1
Class B Common Stock, $0.0001 par value; 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 2,540,391 and 2,542,340 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Treasury stock (10,999 shares as of March 31, 2026 and no shares as of December 31, 2025)	—		—
Additional paid-in capital	602,714		601,587
Accumulated other comprehensive loss	(3,915)		(3,874)
Accumulated deficit	(582,524)		(561,800)
Total stockholders’ equity	16,276		35,914

Total liabilities and stockholders’ equity	$	84,729	$	109,419

See accompanying notes to condensed consolidated financial statements.


Table of Contents			ALLBIRDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share amounts) (unaudited)


	Three Months Ended March 31,
	2026		2025
Net revenue	$	22,319	$	32,114
Cost of revenue	16,111		17,714
Gross profit	6,208		14,400
Operating expense:
Selling, general, and administrative expense	18,794		25,212
Marketing expense	7,128		12,018
Impairment expense	1,016		—
Restructuring expense	1,280		—
Total operating expense	28,218		37,230
Loss from operations	(22,010)		(22,830)

Interest (expense) income	(842)		293
Other income	2,207		728
Loss before provision for income taxes	(20,645)		(21,809)
Income tax provision	(79)		(66)
Net loss	$	(20,724)	$	(21,875)

Net loss per share data:
Net loss per share attributable to common stockholders, basic and diluted	$	(2.37)	$	(2.73)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	8,736,862		8,020,013

Other comprehensive income (loss):
Foreign currency translation (loss) gain	(41)		690
Total comprehensive loss	$	(20,765)	$	(21,185)

See accompanying notes to condensed consolidated financial statements.


Table of Contents			ALLBIRDS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share amounts) (unaudited)


	Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
BALANCE - December 31, 2024	5,456,072	$	1	2,542,365	$	—	$	591,882	$	(5,681)	$	(484,517)	$	101,685
Exercise of stock options	—	—		2,292	—		3		—		—		3
Vesting of restricted stock units	56,904	—		—	—		—		—		—		—
Issuance of common stock under employee stock purchase plan	—	—		—	—		—						—
Conversion of Class B shares into Class A common stock	2,292	—		(2,292)	—		—		—		—		—
Stock-based compensation	—	—		—	—		2,319		—		—		2,319
Comprehensive income	—	—		—	—		—		690		—		690
Net loss	—	—		—	—		—		—		(21,875)		(21,875)
BALANCE - March 31, 2025	5,515,268	$	1	2,542,365	$	—	$	594,204	$	(4,991)	$	(506,392)	$	82,822


	Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
BALANCE - December 31, 2025	6,176,841	$	1	2,542,340	$	—	$	601,587	$	(3,874)	$	(561,800)	$	35,914
Exercise of stock options	—	—		—	—		—		—		—		—
Vesting of restricted stock units	53,044	—		—	—		—		—		—		—
Issuance of common stock under employee stock purchase plan	—	—		—	—		—		—		—		—
Conversion of Class B shares into Class A common stock	1,949	—		(1,949)	—		—		—		—		—
Acquisition of treasury stock	(10,999)	—		—	—		—		—		—		—
Amortization of issuance costs under public offerings	—	—		—	—		(41)		—		—		(41)
Stock-based compensation	—	—		—	—		1,168		—		—		1,168
Comprehensive loss	—	—		—	—		—		(41)		—		(41)
Net loss	—	—		—	—		—		—		(20,724)		(20,724)
BALANCE - March 31, 2026	6,220,835	$	1

SEC Form 10-Q filed by Allbirds Inc.