BIRD

MKT CAP $136.8MP/E —DIV YIELD —FCF YIELD -22.19%REV TTM —NET INCOME −$77MNET CASH $19.9M52W 2.21 – 16.99SEC XBRL · TTM TO Invalid Date

How BIRD rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

67%

of sentences unchanged

Added

204

new sentences

Dropped

197

sentences removed

Length

−512

words, now 37,278

New in FY2025

Business Overview Allbirds is a global lifestyle brand that innovates with naturally derived materials to make better footwear and apparel products in a better way, while treading lighter on our planet.
Some of these include superfine ZQ certified merino wool, tree fibers, and sugarcane.
Footwear consists of both our core franchises and new product styles.
We are focused on increasing brand awareness and consumer touchpoints through the following marketing initiatives: • Extending our reach and connecting with our customers through digital and performance marketing, social media, CTV and other media, and customer experience. • Spreading our message through storytelling that celebrates human nature, word-of-mouth, thought leadership, public relations campaigns, partnerships, and community.
Direct Business Strategy In the United States, we reach our customers primarily through our direct business, a digitally-led vertical retail distribution strategy, which combines our eCommerce site and third-party marketplace site, so we can make a strong connection with our customers and meet them where they are, delivering both value and convenience.
As of December 31, 2025, our physical retail channel consisted of 23 company-operated stores in the United States and United Kingdom, with the majority in the United States.
We closed 10 retail stores in 2025 (nine in the United States and one in the United Kingdom) and 15 retail stores in the United States in 2024.
During the first quarter of 2026, we closed all of our remaining full-price stores in the United States.
These actions are intended to allow us to focus on dedicating resources toward our e-commerce platform, wholesale partnerships and international distributorships, all of which offer greater reach, flexibility and operating leverage.
As of December 31, 2025, we had international distributor partners covering more than 90 countries, including Canada, China and Japan.
We may add additional distributor partners covering additional countries in the future.
Our footwear products are primarily manufactured in Vietnam.
Our apparel and other non-footwear products are primarily manufactured in the United States, China, Peru, and Mexico.
Our distribution network, comprised of three primary distribution centers in the United States and the United Kingdom, helps us prioritize customer experience with quick and efficient pick, pack, and ship activities, including retail fulfillment and returns management.
Allbirds measures CO2e produced in making our products and running our business to both inform product design and development and enable us to focus on areas with the most impact.
Beginning in 2024, we partnered with Carbonfact, a platform built for the fashion industry, to measure our impact.
To build a business that is compatible with less than 1.5° Celsius warming, we have had a plan in place since 2020 to dramatically reduce the per unit carbon footprint for each of our products.
Within our three priorities, we outlined measurable commitments that collectively could yield a 50% reduction in the per unit carbon footprint for each of our products by the end of 2025, relative to what our average carbon emissions would be per unit in 2025 without any further action to limit emissions.
Reporting for 2025 is not yet available.
From 2019 to 2025, we supported offset projects that either avoid or remove emissions, as we work to reduce the carbon footprint of our business.
As of December 31, 2025, we employed 362 ’birds, approximately 88% of whom were located in the United States.
Approximately 39% of our ’birds worked in one of our corporate functions, with the remainder working in our retail stores and customer experience.
We also sponsor employee resource groups that bring employees together to support both our business and each other through various programs, educational opportunities, and community engagement. • Talent Development and Engagement We enable the flock to operate at their highest potential by building critical skills and leadership capabilities across all levels.
Our principal executive offices are located at 530 Washington St, San Francisco, California 94111.
Below is a summary of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects: • We have incurred significant net losses since inception and anticipate that we will continue to incur losses for the foreseeable future. • There is substantial doubt about our ability to continue as a going concern. • We will 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 reliance on third-party distributors for international sales 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. • 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. • We operate a limited number of retail locations and are subject to risks associated with commercial real estate and retail 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 Related to Our Financial Condition, Business, Brand, Products, and Industry We have incurred significant net losses since inception and anticipate that we will continue to incur losses for the foreseeable future.
We are not profitable and have incurred significant losses since inception.
We incurred a net loss of $77.3 million and $93.3 million and for the years ended December 31, 2025 and December 31, 2024, respectively, and net cash used in operating activities was $55.1 million for the year ended December 31, 2025.
We expect to continue to incur significant losses and negative cash flows from operating activities in the future.
In order to have sufficient liquidity to support our operations during the next twelve months, we will need to continue to deliver on our business plan, strategically use our existing debt and equity facilities, reduce costs, and continue to work with our advisers to secure supplemental debt or equity financing or engage in strategic transactions.
Our ability to achieve profitability depends on our ability to generate sufficient revenue to exceed our operating expenses.
Even if we achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.
Our failure to maintain sufficient liquidity for current operations or achieve and maintain profitability in the future could negatively impact the value of our common stock and our ability to raise capital, meet our business plan, take advantage of future opportunities, or continue operations.
There is substantial doubt about our ability to continue as a going concern.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.
This assumes continuing operations and the realization of assets and liabilities in the normal course of business.
As noted above, we are not profitable and have incurred significant losses since inception and expect to continue to incur significant losses and negative cash flows from operating activities in the future.
As a result of our evaluation of the Company’s liquidity for the next twelve months, we have included a discussion about our ability to continue as a going concern in our consolidated financial statements for the year ended December 31, 2025.
See “Liquidity and Capital Resources in Part II, Item 7, and Note 2 to our consolidated financial statements In Part II, Item 8 included in this Annual Report on Form 10-K for additional information regarding our liquidity and ability to continue as a going concern.

and 164 more.

Gone since FY2024

Business Overview Allbirds is a purpose-driven lifestyle brand that innovates with sustainable materials to make better footwear and apparel products in a better way, while treading lighter on our planet.
Some of these include include superfine ZQ certified merino wool, tree fibers, and sugarcane.
Our core franchises, including the Dasher and the Runner, serve as platforms for continuous evolution—leveraging material innovations, fresh colorways, partnerships, and adjacent styles to bring ongoing excitement to our customers.
We are focused on increasing brand awareness and consumer touchpoints through the following marketing initiatives: • Extending our reach and connecting with our customers through digital and performance marketing, social media, CTV and other media, stores as physical brand beacons, and customer experience. • Spreading our message through storytelling that celebrates human nature, word-of-mouth, thought leadership, public relations campaigns, partnerships, and community.
Direct Business Strategy In the United States, we reach our customers primarily through our direct business, a digitally-led vertical retail distribution strategy, which combines our eCommerce site with our retail stores so we can make a strong connection with our customers and meet them where they are, delivering both value and convenience.
As of December 31, 2024, our physical retail channel consists of 33 company-operated stores in the United States and United Kingdom, with the majority in the United States.
While we continue to view retail stores as brand beacons to increase our brand awareness, drive site traffic, and enable us to offer cross-platform shopping, we closed 15 retail stores in the United States in 2024.
These actions have allowed us to focus on retail stores that are efficiently driving customer acquisition and communicating the brand in a consistent and engaging manner to provide our customers with a seamless shopping experience.
As of December 31, 2024, we had international distributor partners covering more than 40 countries, including Canada, China and Japan.
We plan to add additional distributor partners covering additional countries in the future.
Our footwear products are manufactured in Vietnam.
Our apparel and other non-footwear products are manufactured in the United States, China, Peru, and Mexico.
Our distribution network, comprised of four primary distribution centers across three countries (the United States, the United Kingdom, and the Netherlands), helps us prioritize customer experience with quick and efficient pick, pack, and ship activities, including retail fulfillment and returns management.
Measure Allbirds measures CO2e produced in making our products and running our business—because you can’t reduce what you don’t measure.
The information we gather not only informs product design and development, but enables us to identify hotspots in our value chain with the highest emissions and prioritize efforts in areas we can have the most impact.
We use a Life Cycle Assessment, or LCA, methodology to measure the emissions created across the lifetime of our products, including raw materials production, manufacturing, transportation, product use, and end of life.
Our LCA methodology has been built in partnership with external experts, and unless otherwise specified, has been third-party verified to meet ISO 14067 standards, the international standard for quantifying, monitoring, reporting, and validating greenhouse gas emissions.
In 2020, we began labeling each of our products with its carbon footprint.
We did this for two reasons: to hold ourselves accountable to reducing our impact over time, and to help our customers develop a sense for the climate impact of the things they buy.
According to a survey we conducted of 1,300 U.S. customers in 2020, 92% of our customers trust us to deliver reliable information, tools, and advice around sustainability.
We empower people to make better decisions for the planet by providing them with objective and quantitative information about the impact of the product they’re buying.
Reduce To build a business that is compatible with less than 1.5° Celsius warming, we have an ambitious plan to dramatically reduce the per unit carbon footprint for each of our products by 50% by the end of 2025 and by 95% by 2030, in each case, relative to a baseline of what our average carbon emissions would be per unit in 2025 without any further action to limit emissions.
These initiatives are underpinned by five foundational areas: Fair Labor, Water, Chemistry, Animal Welfare, and Traceability and Transparency.
These priorities have been defined through a materiality process informed by input from various stakeholder groups including employees, investors, customers, and suppliers.
Within our three priorities, we have outlined ten measurable commitments that collectively can yield a 50% reduction in the per unit carbon footprint for each of our products by the end of 2025, relative to what our average carbon emissions would be per unit in 2025 without any further action to limit emissions.
We believe that near term goals and progress must be coupled with long term ambition.
We have outlined an extension of our 2025 goals to align with the scientific community’s focus on achieving significant climate progress by 2030.
To that end we established a target to achieve a 95% reduction in our per unit carbon footprint by 2030, relative to a baseline of what our average carbon emissions would be per unit in 2025 without any further action to limit emissions.
This is equivalent to a 44% reduction (or a 42% reduction excluding product use) in our absolute carbon footprint against a 2020 baseline across Scope 1, 2, and 3 emissions, despite ambitious growth goals for units sold.
Our target has been externally validated as compliant with all the requirements of the Science Based Targets initiative, or SBTi, including a path to a 1.5° Celsius reduction, and we received formal validation by the SBTi in 2021.
Our sustainability plan is not just better for the planet; it is better for our business.
We have conducted a rigorous feasibility assessment for each of our targets, including the investment required.
We have targets to reduce raw materials use by 25%, relative to a baseline of what our average materials use would be per unit in 2025 without any further action to limit emissions, and to achieve a steady state of greater than 95% of shipments by ocean freight.
We expect that these two targets would both reduce costs and positively impact gross margin such that we can achieve all of our targets at a cost savings to the business.
Remove Since 2019 we have supported offset projects that either avoid or remove emissions, as we work to reduce the carbon footprint of our business.
To do that, we incorporated a cost of carbon emissions into our business by implementing an internal carbon tax across all of our sourcing and business decisions.
Support for offset projects is a credible tool only if you also have a robust plan to reduce emissions.
We are taking steps, through regenerative agriculture, materials innovation, and clean energy, to reduce emissions within our direct footprint and within our supply chain.
While there are emissions that we are not able to abate today, we recognize the importance of investing in high quality carbon offset projects, with a focus on shifting to projects that remove or sequester emissions.
We know all carbon offsets are not created equal, so we work with trusted partners to source projects we believe in.

and 157 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch BIRD. Know when insiders buy.

One email the day a filing lands. Free.