Allbirds 提交咗 2026 財年第一季（截至 2026 年 3 月 31 日）嘅 10-Q 季度報告，重點係公司正準備全面轉型。

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

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
OR

☐
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

Table of Contents

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 
i

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.
ii

Table of Contents

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. 
iv

Table of Contents

•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.
v

•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.
vi

Table of Contents

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,
2026December 31,
2025
Assets
Current assets:
Cash and cash equivalents$14,397 $26,690 
Accounts receivable4,375 6,839 
Inventory37,199 38,875 
Prepaid expenses and other current assets8,775 9,712 
Total current assets64,746 82,116 

Property and equipment—net8,952 10,513 
Operating lease right-of-use assets8,290 13,051 
Other assets2,741 3,739 
Total assets$84,729 $109,419 

Liabilities and stockholders’ equity

Current liabilities:
Accounts payable23,195 17,768 
Accrued expenses and other current liabilities10,387 14,401 
Current lease liabilities5,589 6,777 
Deferred revenue1,606 1,696 
Total current liabilities40,777 40,642 

Non-current liabilities:
Non-current lease liabilities10,233 15,492 
Long-term debt
17,443 17,371 

Total non-current liabilities27,676 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 capital602,714 601,587 
Accumulated other comprehensive loss(3,915)(3,874)
Accumulated deficit(582,524)(561,800)
Total stockholders’ equity16,276 35,914 

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

See accompanying notes to condensed consolidated financial statements.
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ALLBIRDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
(unaudited)

Three Months Ended March 31,
20262025
Net revenue$22,319 $32,114 
Cost of revenue16,111 17,714 
Gross profit6,208 14,400 
Operating expense:
Selling, general, and administrative expense18,794 25,212 
Marketing expense7,128 12,018 
Impairment expense1,016 — 
Restructuring expense
1,280 — 
Total operating expense28,218 37,230 
Loss from operations(22,010)(22,830)

Interest (expense) income
(842)293 
Other income2,207 728 
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 diluted8,736,8628,020,013

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

Class A Common StockClass B Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders’ Equity
SharesAmountSharesAmount
BALANCE - December 31, 20245,456,072 $1 2,542,365 $— $591,882 $(5,681)$(484,517)$101,685 
Exercise of stock options— — 2,292 — 3 — — 3 
Vesting of restricted stock units56,904 — — — — — — — 
Issuance of common stock under employee stock purchase plan— — — — — — 
Conversion of Class B shares into Class A common stock2,292 — (2,292)— — — — — 
Stock-based compensation— — — — 2,319 — — 2,319 
Comprehensive income— — — — — 690 — 690 
Net loss— — — — — — (21,875)(21,875)
BALANCE - March 31, 20255,515,268 $1 2,542,365 $— $594,204 $(4,991)$(506,392)$82,822 

Class A Common StockClass B Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive (Loss) IncomeAccumulated DeficitTotal Stockholders’ Equity
SharesAmountSharesAmount
BALANCE - December 31, 20256,176,841 $1 2,542,340 $— $601,587 $(3,874)$(561,800)$35,914 
Exercise of stock options— — — — — — — — 
Vesting of restricted stock units53,044 — — — — — — — 
Issuance of common stock under employee stock purchase plan— — — — — — — — 
Conversion of Class B shares into Class A common stock1,949 — (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, 20266,220,835 $1 2,540,391 $— $602,714 $(3,915)$(582,524)$16,276 

See accompanying notes to condensed consolidated financial statements.
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ALLBIRDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

Three Months Ended March 31,
20262025
Cash flows from operating activities:
Net loss$(20,724)$(21,875)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization1,377 1,903 
Amortization of debt issuance costs200 — 
Stock-based compensation1,166 2,284 
Inventory write-down665 670 
Impairment expense
1,016 — 
Provision for bad debt
963 — 

Gift card breakage
— (1,901)
Changes in assets and liabilities:
Accounts receivable1,497 1,100 
Inventory963 776 
Prepaid expenses and other current assets2,002 2,705 
Operating lease right-of-use assets and current and noncurrent lease liabilities(2,442)(2,754)
Accounts payable, accrued expenses and other current liabilities
1,341 (10,379)

Deferred revenue(89)(412)
Net cash used in operating activities(12,065)(27,883)

Cash flows from investing activities:
Purchase of property and equipment(72)(643)
Changes in security deposits137 44 
Proceeds from sale of businesses
— 385 
Net cash provided by (used in) investing activities65 (214)

Cash flows from financing activities:
Proceeds from line of credit
1,722 — 
Payments on line of credit(1,650)— 
Proceeds from the exercise of stock options— 7 
Taxes withheld and paid on employee stock awards— (4)

Net cash provided by financing activities72 3 

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash(19)420 
Net decrease in cash, cash equivalents, and restricted cash(11,947)(27,674)
Cash, cash equivalents, and restricted cash—beginning of period27,552 67,584 
Cash, cash equivalents, and restricted cash—end of period$15,605 $39,910 

Supplemental disclosures of cash flow information:
Cash paid for interest$4 $25 
Cash paid for taxes$— $69 
Noncash investing and financing activities:
Purchase of property and equipment included in accounts payable$— $48 
Stock-based compensation included in capitalized internal-use software$2 $38 
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents$14,397 $39,056 

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ALLBIRDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

Three Months Ended March 31,
20262025
Restricted cash included in prepaid expenses and other current assets1,208 854 
Total cash, cash equivalents, and restricted cash$15,605 $39,910 

See accompanying notes to condensed consolidated financial statements.
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ALLBIRDS, INC. 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

 

1.Description of Business
Allbirds, Inc. (“Allbirds” and, together with its wholly owned subsidiaries, the “Company,” “we,” or “our”) was incorporated in the state of Delaware on May 6, 2015. Headquartered in San Francisco, California, Allbirds has historically been a global lifestyle brand that innovates with sustainable materials to make better footwear and apparel products in a better way, while treading lighter on our planet. The majority of our revenue has historically been from sales directly to consumers via our digital and retail channels.
On March 29, 2026, the Company entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Allbirds IP LLC, an affiliate of American Exchange Group (the “Buyer”), pursuant to which Buyer will (a) acquire certain of the Company’s assets, including those related to intellectual property assets (including global trademarks, trade names, copyrights, patents, domain names, social media accounts, customer lists, and related IP), inventory, certain accounts receivable, and certain prepaid expenses (the “Purchase Assets,” all of which relate to the existing footwear business); and (b) assume certain liabilities, including those related to certain accounts payable, certain scheduled current liabilities, and intellectual property transfer costs and expenses, subject to certain exceptions (collectively, the foregoing, the “Asset Sale”). All of the assets and liabilities to be acquired and assumed pursuant to the Asset Sale relate to our existing footwear business.
Pursuant to the Asset Purchase Agreement, Buyer will pay Allbirds an aggregate purchase price of $39.0 million upon the closing of the Asset Sale, subject to standard purchase price adjustments as set forth in the Asset Purchase Agreement, and less the amount of funds in escrow. 
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.
As described in Note 13, 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., 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”).

2.Significant Accounting Policies
Basis of Preparation—The accompanying unaudited condensed consolidated financial statements have been presented in U.S. dollars and prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026 (“Form 10-K”).
In our opinion, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP.
Certain monetary amounts, percentages, and other figures included elsewhere in these condensed consolidated financial statements and accompanying notes have been subject to rounding adjustments. As such, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed 
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ALLBIRDS, INC. 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. 
Liquidity and Going Concern—Accounting Standards Codification (ASC) 205-40, Presentation of Financial Statements - Going Concern requires management to evaluate an entity’s ability to continue as a going concern for the twelve-month period following the date on which the financial statements are available for issuance. Such an evaluation indicated certain negative conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern. During the three months ended March 31, 2026 and 2025, the Company incurred net losses of $20.7 million and $21.9 million, respectively and net cash used in operating activities in the three months ended March 31, 2026 was $12.1 million. As of March 31, 2026, the Company had $14.4 million in cash and cash equivalents. $17.4 million outstanding on its asset-based revolving credit facility (refer to Note 4, for further information). The Company expects to continue to incur net losses and negative cash flows from operating activities, and the Company does not expect to continue its existing footwear business operations following the completion of the Asset Sale (as defined in Note 1). Additionally, the cash flows for the Company's Asset Infrastructure Business are uncertain. If the Asset Sale is not completed for any reason and the Asset Infrastructure Business is not successful, we do not anticipate we would be able to meet our future liquidity needs without accessing additional capital or engaging in strategic transactions which are not within our control and are subject to various risks and uncertainties. 
The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Principles of Consolidation—The condensed consolidated financial statements include the accounts of Allbirds, Inc. and our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 
Use of Estimates—The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
Risks and Uncertainties—We continue to monitor and respond to evolving developments about recent macroeconomic events, including elevated inflation, the U.S. Federal Reserve adjusting interest rates, bank failures, supply chain disruptions, fluctuations in currency exchange rates, tariffs, and geopolitical conflicts, which have led to economic uncertainty in the global economy. These macroeconomic conditions have had and are likely to continue to have adverse consequences on consumer spending, including the buying patterns of our customers and prospective customers. The conditions caused by the aforementioned recent macroeconomic events could affect the rate of consumer spending and could adversely affect demand for our products, lengthen our sales cycles, reduce the value of inventory, reduce expected spending from new customers, and affect our suppliers, all of which could adversely affect our business, results of operations, and financial condition. 
As of the date of the issuance of the financial statements, we are not aware of any specific event or circumstance related to the aforementioned macroeconomic events that would require us to update our estimates or judgments or adjust the carrying value of our assets or liabilities. Actual results could differ from those estimates and any such differences may be material to the consolidated financial statements.
Segments—We operate as one operating segment. Our Chief Executive Officer is our chief operating decision maker who evaluates performance and makes operating decisions about allocating resources based on consolidated financial data. Refer to Note 7 for more information on our segments and geographic information.
Foreign Currency Transactions—Our reporting currency is the U.S. dollar. The functional currency for each subsidiary included in these condensed consolidated financial statements that is domiciled outside of the United 
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ALLBIRDS, INC. 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

States is generally the applicable local currency of that country or the U.S. dollar. The translation of foreign currencies into U.S. dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the period. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders’ equity as a component of accumulated other comprehensive income or loss. Adjustments that arise from foreign currency exchange rate changes on transactions denominated in a currency other than the functional currency are included in other income or expense on the condensed consolidated statements of operations and comprehensive loss.
Cash, Cash Equivalents, and Restricted Cash—We consider all highly liquid investments with an original maturity date of three months or less as cash equivalents. Cash and cash equivalents are comprised primarily of domestic and foreign bank accounts and money market funds. These cash and cash equivalents are valued based on Level 1 inputs, which consist of quoted prices in active markets. We place our cash and cash equivalents with several high credit quality financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. We have not experienced any losses in such accounts and periodically evaluate the credit worthiness of the financial institutions. Our foreign bank accounts are not subject to FDIC insurance.
Restricted cash serves as collateral for a bond with the United States Customs and Border Protection (“CBP”), which allows us to take possession of our inventory before all formalities with the CBP are completed for imported products. Restricted cash is included in prepaid expenses and other current assets on the condensed consolidated balance sheets.
Accounts Receivable—Accounts receivable consist primarily of amounts due from customers, which results from sales to customers including credit card deposits in transit at the balance sheet date, the majority of which are settled within two to three business days, and wholesale accounts receivable, which are settled per the terms of the sale. Wholesale account receivables, consisting of receivables from wholesale customers and third-party distributors, net of allowances, were $3.6 million and $6.0 million as of March 31, 2026 and December 31, 2025, respectively. Credit card receivables were $0.6 million and $0.7 million as of March 31, 2026 and December 31, 2025, respectively. Other receivables were $0.2 million and $0.1 million as of March 31, 2026 and December 31, 2025, respectively. 
Inventory—Inventory consists of finished goods, stated at the lower of cost or net realizable value. We value our inventory using th