Aterian (ATER) Proxy filing summary

Executive summary

• Special Meeting scheduled for July 10, 2026, to vote on the sale of substantially all assets, key board elections, and major capital structure changes.

• Asset Sale to Trademark Global for $18 million, subject to adjustments, with proceeds used to pay down debt, cover transaction costs, and distribute to shareholders.

• Concurrent $7 million investment by David E. Lazar via convertible preferred stock, leading to a change in control and new strategic direction.

• Board recommends voting FOR all proposals, including asset sale, director elections, stock issuances, reverse split, and authorized share increase.

Voting matters and shareholder proposals

• Proposals include asset sale approval, election of two directors, issuance of common stock upon conversion of preferred stock, reverse stock split, authorized share increase, and adjournment authority.

• Proposals 3, 4, and 5 (change of control, related party, and issuance) are interdependent; all must pass to take effect.

• Board unanimously recommends FOR all proposals.

Board of directors and corporate governance

• Board to be reconstituted with nominees Avraham Ben-Tzi (Class II) and David Natan (Class III) if elected.

• David E. Lazar to become CEO and Chairperson following the investment transaction.

• Board currently consists of five members, with staggered three-year terms and classified structure.

• Board committees include Audit and Compensation, both comprised of independent directors.