[424B5] Allbirds, Inc. Prospectus Supplement (Debt Securities)
Rhea-AI Filing Summary
BIRD amends its ATM prospectus to offer up to an additional $48.1M of Class A common stock for sale under the Class A Common Stock Sales Agreement with Chardan. The supplement updates a prior ATM capacity (previously filed for $50.0M) and notes prior sales of $0.3M under the current agreement and $1.9M under a terminated TD Securities distribution agreement. Sales may occur as negotiated transactions, block trades or as an at the market offering; the last reported sale price was $3.77 per share on June 10, 2026.
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Insights
ATM increase expands issuer's capacity to raise equity on market terms.
The supplement increases the company’s available at‑the‑market capacity by $48.1M, to be sold through the Sales Agreement with Chardan. The filing reiterates permitted sale methods including negotiated block trades and Nasdaq executions.
Cash‑flow treatment and timing are governed by the Sales Agreement; specific sale amounts and timing depend on issuer and agent agreement. Subsequent SEC filings will show any executed sales and aggregate proceeds.
Incremental ATM capacity is a routine capital‑raising mechanism, not an immediate dilution event.
The supplement documents an increase in registered capacity and records prior issuances: $0.3M sold under the current Sales Agreement and $1.9M previously under the terminated TD agreement. The company terminated the prior distribution agreement upon entering the Chardan Sales Agreement.
Investors should watch future periodic reports for realized proceeds and share counts; the prospectus states sales may occur by market or negotiated transactions.
Filed pursuant to Rule 424(b)(5)
Registration No. 333-288434
PROSPECTUS SUPPLEMENT
(To prospectus dated July 18, 2025 and
prospectus supplement dated April 29, 2026)
PROSPECTUS SUPPLEMENT
$48,100,000
Class A Common Stock
This prospectus supplement (this “Prospectus Supplement”) amends and supplements the prospectus supplement dated April 29, 2026 (the “ATM Prospectus”). This Prospectus Supplement should be read in conjunction with the ATM Prospectus and the accompanying base prospectus included in the Registration Statement on Form S-3 (File No. 333-288434) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on June 30, 2025 and declared effective by the Commission on July 10, 2025 (the “Registration Statement”), relating to the offer and sale of shares of our Class A common stock from time to time pursuant to the terms of the Class A Common Stock Sales Agreement dated April 28, 2026 (the “Sales Agreement”) with Chardan Capital Markets LLC (“Chardan”), acting as sales agent or principal. This Prospectus Supplement is qualified by reference to the ATM Prospectus, except to the extent that the information herein amends or supersedes the information contained in the ATM Prospectus. This Prospectus Supplement is not complete without and may only be delivered or utilized in connection with the ATM Prospectus, and any future amendments or supplements thereto.
We previously filed the ATM Prospectus for the offer and sale of up to $50.0 million shares of our Class A common stock pursuant to the Sales Agreement under the Registration Statement. Since our entry into the Sales Agreement, we have offered and sold shares of our Class A common stock having an aggregate offering price of approximately $0.3 million pursuant to the Sales Agreement and the ATM Prospectus.
Further, we previously filed a prospectus supplement dated July 18, 2025 (the “Prior Prospectus”) as part of our Registration Statement, for the offer and sale of up to $22.5 million shares of our Class A common stock pursuant to that certain Class A Common Stock Sales Agreement, dated June 30, 2025, between the Company and TD Securities (USA) LLC (the “Prior Distribution Agreement”). As previously disclosed, in connection with our entry into the Sales Agreement, we terminated the Prior Distribution Agreement and the offering pursuant to the Prior Distribution Agreement has been terminated and we will not make any offers or sales of shares of our Class A common stock pursuant to the Prior Distribution Agreement or Prior Prospectus. As of the time of its termination, we had offered and sold shares of our Class A common stock having an aggregate offering price of approximately $1.9 million pursuant to the Prior Distribution Agreement and Prior Prospectus.
We are filing this Prospectus Supplement to supplement the ATM Prospectus to increase the aggregate amount we intend to sell pursuant to the Sales Agreement. As of the date of this Prospectus Supplement, we are offering up to an additional aggregate of $48.1 million of our Class A common stock for sale under the Sales Agreement, not including the shares of Class A common stock previously sold pursuant to the Sales Agreement.
Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “BIRD”. On June 10, 2026, the last reported sale price of our Class A common stock on the Nasdaq Global Select Market was $3.77 per share.
Sales of our Class A common stock, if any, under this Prospectus Supplement will be made in negotiated transactions, including block trades or block sales, or at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including without limitation sales made through the Nasdaq Global Select Market or on any other existing trading market for our Class A common stock, or by any other method permitted by law. Chardan is not required to sell any specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Chardan and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Investing in our Class A common stock involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” beginning on page S-9 of the ATM Prospectus, as well as the risks set forth in our most recent Annual Report on Form 10-K and the other reports we file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated by reference into this Prospectus Supplement and the ATM Prospectus, for a discussion of certain risks that should be considered in connection with an investment in our Class A common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
Chardan
The date of this prospectus supplement is June 11, 2026.