BIRD insider Form 4 activity Mar-Apr 2026

Vernachio and Mitchell both sold BIRD shares on Sep 3, 2025 ($6.37) — RSU sell-to-cover; establishes quarterly vesting pattern at Q3 2025

Joseph Vernachio sold 3,666 shares at $6.37 avg (range $6.32-$6.38) on 2025-09-03; post-transaction 94,366 shares. Ann Mitchell sold 2,188 shares at $6.37 on same date; post-transaction 78,498 shares. Both sell-to-cover RSU vesting. aff10b5One=0 on both.

Vernachio and Mitchell both sold BIRD shares on Dec 2, 2025 ($4.87) via RSU sell-to-cover — part of regular quarterly vesting pattern

Joseph Vernachio sold 4,384 shares at $4.87 avg (range $4.75-$4.99) on 2025-12-02. Post-transaction: 89,982 shares. Sell-to-cover RSU vesting. aff10b5One=0. Ann Mitchell sold 1,837 shares at $4.87 on same date; post-transaction 77,170 shares. Same sell-to-cover character.

Vernachio (BIRD CEO) sold 4,413 shares at $2.69 on March 3, 2026 — 26 days before AXNY deal signed — via mandatory RSU tax-withholding sell-to-cover; no 10b5-1 plan

Joseph Vernachio (CEO, Director) sold 4,413 shares of BIRD Class A Common Stock on 2026-03-03 at a weighted average price of $2.69 (range $2.64-$2.785). Post-transaction holdings: 85,569 shares. Filed 2026-03-04. Transaction code S. aff10b5One=0 (no 10b5-1 plan). Footnote F1 explicitly states this is a sell-to-cover for RSU tax withholding and 'does not represent a discretionary transaction.' This sale occurred 26 days before the March 29, 2026 AXNY Asset Purchase Agreement was signed.

Mitchell (BIRD CFO) sold 2,200 shares at $2.70 on March 3, 2026 via mandatory RSU sell-to-cover; not discretionary; no 10b5-1 plan

Ann Mitchell (Officer/CFO) sold 2,200 shares of BIRD Class A Common Stock on 2026-03-03 at a weighted average price of $2.70 (range $2.64-$2.785). Post-transaction holdings: 74,970 shares. Filed 2026-03-04. Transaction code S. aff10b5One=0. Footnote F1: sell-to-cover RSU tax withholding, not discretionary. Sale occurred 26 days before AXNY deal announcement.

Both BIRD CEO and CFO sold shares via RSU vesting on March 3, 2026 — at $2.70, the pre-announcement low — 26 days before shoe-sale signing and 43 days before AI pivot announcement

Joseph Vernachio (CEO) sold 4,413 shares at $2.69 avg and Ann Mitchell (CFO) sold 2,200 shares at $2.70 avg on 2026-03-03 via mandatory RSU tax-withholding sell-to-cover. No 10b5-1 plan. On April 15, BIRD closed at $16.99 — the March 3 sellers realized 6.3x less than they would have 43 days later. The sales are part of a documented quarterly vesting pattern (Sep 3, Dec 2, Mar 3) so the timing was likely contractually fixed, not discretionary. However, the pattern raises the question of whether the AI pivot decision was already in contemplation on March 3: the shoe-sale LOI stage was active (AXNY final offer March 8), and any convertible note discussions with the eventual investor (who the PREM14A says approached the company independently) may have already begun privately. The PREM14A background omits any timeline for when the AI pivot Investor first contacted Allbirds.

BIRD entered $39M asset sale agreement with American Exchange Group affiliate on March 29, 2026, 26 days after CEO/CFO RSU vesting sales; dissolution planned post-closing

On March 29, 2026, Allbirds, Inc. signed an Asset Purchase Agreement with Allbirds IP LLC (affiliated with American Exchange Group) for $39M cash purchase of substantially all assets including IP, trademarks, inventory, customer lists. Board unanimously approved and simultaneously approved dissolution plan. Deal requires shareholder vote at Special Meeting (scheduled for May 18, 2026). 71% voting power locked in via Support Agreements signed April 8, 2026.

BIRD FY2025 10-K (filed 2026-03-31) includes explicit going-concern doubt language and shows liquidity emergency: cash floor reduced, 10-K deadline extended

BIRD FY2025 10-K (filed 2026-03-31, period ending 2025-12-31) contains explicit going-concern language: 'There is substantial doubt about our ability to continue as a going concern.' Also states: 'we are not profitable and have incurred significant losses since inception and expect to continue to incur significant losses and negative cash flows.' The credit agreement (June 30, 2025) was amended March 29, 2026 to lower minimum unrestricted cash floor from $10M to $7.5M and extend the 10-K filing deadline to April 15, 2026.

Lily Yan Hughes (BIRD Director, appointed Oct 31, 2025) filed her Form 3 4 days late — due Nov 10, filed Nov 14; reports 22,222 RSU shares at $0.00

Lily Yan Hughes was appointed to the Allbirds Board effective October 31, 2025 (8-K filed October 31, 2025). Section 16(a) requires Form 3 filing within 10 days of becoming subject to Section 16 — deadline was November 10, 2025. Hughes' Form 3 was filed November 14, 2025 — 4 days past the deadline. The Form 3 reported an RSU grant of 22,222 shares (initial director award, value $200,000) acquired at $0.00 on October 31, 2025.

BIRD stock surged 583% intraday on April 15, 2026 (open $6.82, high $24.31, close $16.99) on 285M volume concurrent with PREM14A proxy filing; no insider was positioned to benefit; likely meme squeeze

On April 15, 2026, BIRD stock surged from a prior close of $2.49 to an opening price of $6.82, an intraday high of $24.31, and a closing price of $16.99, with volume of 285,766,200 shares (normal daily volume: 50,000-400,000). This coincided with the filing of PREM14A (preliminary proxy for $39M asset sale and dissolution, special meeting May 18), DEFA14A (support agreements, 71% shareholder vote locked in), and an 8-K. No insider Form 4 transactions were filed on or after March 4, 2026, meaning no BIRD insider benefited from (or sold into) the April 15 spike. The spike appears to be retail/meme speculation — the implied $1B market cap at $16.99/share is economically irrational vs. $39M asset sale proceeds.