0001628280-24-045882 | 10-Q | XBRL Viewer

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

2015 Equity Incentive Plan

In 2015, we adopted the 2015 Equity Incentive Plan (the “2015 Plan”) that authorized the granting of options for shares of common stock. Our 2015 Plan provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, and other stock awards. The 2015 Plan was terminated in connection with the adoption of the 2021 Equity Incentive Plan (the “2021 Plan”) in November 2021 in connection with the initial public offering (“IPO”), and we will not grant any additional awards under the 2015 Plan. However, the 2015 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder.

2021 Equity Incentive Plan

In September 2021, our board of directors adopted, and our stockholders approved, the 2021 Plan, which became effective in connection with the IPO in November 2021. The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards, and other forms of equity compensation. In addition, the number of shares of our Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period of 10 years, beginning on January 1, 2022 and continuing through (and including) January 1, 2031, in an amount equal to 4% of the total number of share of our common stock (both Class A and Class B) outstanding on December 31 of the immediately preceding year, except that, before the date of any such increase, our board of directors may determine that the increase for such year will be a lesser number of shares. Additionally, to the extent that any stock options outstanding under the 2015 Plan expire, terminate prior to exercise, are not issued because the award is settled in cash, are forfeited because of the failure to vest, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any, the shares of Class B common stock reserved for issuance pursuant to such equity awards will become available for issuance as shares of Class A common stock under the 2021 Plan. The maximum number of shares of our Class A common stock that may be issued on the exercise of incentive stock options under the 2021 Plan is 100,000,000 shares.

2021 Employee Stock Purchase Plan

In September 2021, our board of directors adopted, and our stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective in connection with the IPO in November 2021. The 2021 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1 of each year for a period of 10 years, beginning on January 1, 2022 and continuing through (and including) January 1, 2031, by the lesser of (1) 1% of the total number of shares of our common stock (both Class A and Class B) outstanding on December 31 of the immediately preceding year and (2) 142,500 shares, except that, before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). The price at which Class A common stock is purchased under the 2021 ESPP is equal to 85% of the fair market value of a share of our Class A common stock on the first day of the offering period, or the date of purchase, whichever is lower. Offering periods are six months long and begin on November 3 and May 3 of each year.

Stock Options

A summary of the status of the 2015 Plan and 2021 Plan as of December 31, 2023 and September 30, 2024, and changes during the nine month period ended September 30, 2024, is presented below:


	Options Outstanding
	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	662,499	$	72.00	6.50	$	927
Granted	—	—
Exercised	(1,251)	25.40			2
Forfeited	(7,559)	81.26
Cancelled	(71,096)	79.30
Outstanding at September 30, 2024	582,593	$	71.09	6.02	$	415
Vested and exercisable at September 30, 2024	434,848	$	77.97	5.28	$	415

There were no stock options granted for the three and nine months ended September 30, 2024. The weighted-average fair value of options granted during the three and nine months ended September 30, 2023 was $13.20 and $12.60, respectively. We calculated the fair value of each option using an expected volatility over the expected life of the option, which was estimated using the average volatility of comparable publicly traded companies. The

expected life of options granted is based on the simplified method to estimate the expected life of the stock options, giving consideration to the contractual terms and vesting schedules.

The following weighted average assumptions were used for issuances during the three and nine months ended September 30, 2023, for employees and non-employees:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023			2023
Risk-free interest rate	4.29	%		3.77	%
Dividend yield	—			—
Volatility	43.12	%		42.43	%
Expected lives (in years)	6.13			6.04

2021 ESPP

The following table summarizes the weighted-average assumptions used in estimating the fair value of the 2021 ESPP grants for the following offering periods presented, using the Black Scholes option-pricing model:


	Offering Period - May 3, 2024 to November 2, 2024		Offering Period - November 3, 2023 to May 2, 2024		Offering Period - May 3, 2023 to November 2, 2023
Risk-free interest rate	5.41	%	5.45	%	5.08	%
Dividend yield	—		—		—
Volatility	37.13	%	43.12	%	45.59	%
Expected lives (years)	0.5		0.5		0.5

RSUs

After completion of the IPO in November 2021, we began granting RSUs to certain employees. The RSUs granted have service-based vesting conditions. The service-based vesting condition for awards to new employees is typically satisfied over four years, with a cliff vesting period of one year and continued vesting quarterly thereafter. The service-based vesting condition for refresh grants of RSUs to existing employees is typically satisfied over three years with vesting occurring quarterly, subject to the employees’ continued service to us. RSUs and the related stock-based compensation are recognized on a straight-line basis over the requisite service period.

RSU activity during the nine months ended September 30, 2024 was as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value per Share
Unvested at December 31, 2023	513,205	$	38.60
Granted	212,508	13.47
Vested	(160,217)	41.94
Forfeited	(75,523)	41.63
Unvested at September 30, 2024	489,973	$	26.70

Performance Stock Units

In March 2024, in connection with the appointment of Joe Vernachio as CEO, we granted him approximately 30 thousand RSUs with market-based and service-based vesting conditions (“PSUs”). The awards vest based on the

achievement of certain stock price targets as well as his continued employment with us. The total grant date fair value of the awards was determined to be $0.1 million.

In May 2022, we granted a target amount of approximately 40 thousand PSUs to certain executives. The total grant date fair value of the awards was determined to be $4.0 million, with each tranche of the awards representing $1.3 million, $1.4 million, and $1.4 million of the total expense, respectively. Stock-based compensation expense is recognized on a straight-line basis over their requisite service periods, regardless of whether the market condition is ultimately satisfied. Stock-based compensation expense is not reversed if the achievement of the market condition does not occur. We recognized stock-based compensation expense of $0.2 million and $0.6 million for the three and nine months ended September 30, 2024, respectively, and $0.4 million and $1.3 million for the three and nine months ended September 30, 2023, respectively.

PSU activity during the nine months ended September 30, 2024 was as follows:


	Target Number of Shares	Weighted-Average Grant Date Fair Value per Share
Unvested at December 31, 2023	26,255	$	105.80
Granted	32,743	2.61
Vested	—	—
Forfeited	(13,128)	102.20
Unvested at September 30, 2024	45,870	$	33.17

Stock-Based Compensation Expense

Stock-based compensation expense, recognized as selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2024 and 2023, was comprised of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Stock-based compensation, net of amounts capitalized	$	2,620	$	4,690	$	8,893	$	15,662
Capitalized stock-based compensation	54		248		228		677
Total stock-based compensation	$	2,674	$	4,938	$	9,121	$	16,339

As of September 30, 2024, there was approximately $4.0 million of total unrecognized compensation cost related to unvested stock options granted under both equity incentive plans, which is expected to be recognized over the weighted-average remaining vesting period of approximately 2.27 years. There was approximately $11.8 million of total unrecognized compensation cost related to outstanding unvested RSUs under the 2021 Plan, which is expected to be recognized over the weighted-average remaining vesting period of approximately 2.51 years. There was approximately $0.4 million of total unrecognized compensation cost related to outstanding unvested PSUs under the 2021 Plan, which is expected to be recognized over the weighted-average remaining vesting period of approximately 1.94 years.

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Preparation	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, 2023, filed with the SEC on March 13, 2024 (“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, 2023 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 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.
Principles of Consolidation	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	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.
Segments	Segments—Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by our chief operating decision maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. Mr. Vernachio, Chief Executive Officer, is our CODM. We operate in one operating segment and one reportable segment, as the CODM reviews financial information presented on an aggregate basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. There was no change in our operating or reportable segments as a result of the change in CEO during the first quarter of 2024.
Foreign Currency Transactions	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 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	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—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.For receivables from our wholesale customers and third-party distributors, we perform ongoing evaluations of creditworthiness and maintain an allowance for potential credit losses. We consider past and current transaction history with the customer, contractual terms, current economic industry trends, and changes in customer payment terms when determining whether collectability is reasonably assured and whether to record allowances for our receivables. If the financial condition of our customers deteriorates and adversely affects their ability to make payments, additional allowances will be recorded.
Inventory	Inventory—Inventory consists of finished goods, stated at the lower of cost or net realizable value. We value our inventory using the weighted-average cost method and include product costs from our suppliers, freight, import duties and other landing costs. We periodically review inventory and make provisions as necessary to appropriately value end of life, slow-moving, damaged, and excess inventory. To determine if the value of inventory requires a write-down, we estimate the net realizable value of inventory by considering current and anticipated demand, customer preferences and buying trends, and the age of the merchandise. Inventory write-downs are recognized as cost of revenue in the condensed consolidated statements of operations and comprehensive loss.
Revenue Recognition	Revenue Recognition—Our primary source of revenue is from sales of footwear and apparel products. We recognize revenue when control passes to the customer. This occurs at the time products are shipped to digital and third-party customers, and at the point of sale for retail customers, which is when our performance obligation is satisfied. For the three and nine months ended September 30, 2024, we recognized $1.1 million and $3.4 million of revenue that was deferred as of December 31, 2023, respectively. For the three and nine months ended September 30, 2023 we recognized $1.0 million and $3.0 million of revenue that was deferred as of December 31, 2022, respectively. As of September 30, 2024 and December 31, 2023, we had $0.0 million and $0.8 million in cash collections of purchases via our digital channel which had not yet shipped, respectively, and $3.6 million, for each period, in gift card liabilities included in deferred revenue in the condensed consolidated balance sheets. We had deferred revenue balances of $3.6 million and $4.6 million as of September 30, 2024 and December 31, 2023, respectively. The amounts as of September 30, 2024 are expected to be recognized over the next 12 months. We record a reserve for estimated product returns, based upon historical return trends, in each reporting period as an offsetting decrease of net revenue, with an increase to our sales-refund reserve in accrued expenses. We have also recorded a related inventory returns receivable in prepaid expenses and other current assets, with an offsetting decrease to cost of revenue, as of September 30, 2024 and December 31, 2023 in the condensed consolidated balance sheets.
Fair Value Measurements	Fair Value Measurements—Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. It clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs, such as quoted prices in active markets Level 2—Inputs other than the quoted prices in active markets that are observable either directly or indirectly Level 3—Unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. We record cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses at cost. The carrying values of these instruments approximate their fair value due to their short‐term maturities. We hold certain assets that are required to be measured at fair value on both a recurring and non-recurring basis, which are outlined in Note 5, Fair Value Measurements.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets—We evaluate the recoverability of property and equipment, operating lease right-of-use assets, and identifiable intangible assets with definite lives (“long-lived assets) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When a triggering event occurs, a test for recoverability is performed, comparing projected undiscounted future cash flows to the carrying value of the asset group. If the carrying amount of an asset group exceeds its estimated undiscounted net future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (asset group). We determined that our asset groupings are at the individual store level. The carrying amount of a store asset group includes stores’ operating lease right-of-use assets and property and equipment, which consists primarily of leasehold improvements. We evaluate corporate assets or other long-lived assets that are not store-specific at the consolidated level. We determined that triggering events, including a current-period and history of operating cash flow losses, occurred during the third quarter of 2024 and required an impairment review of our long-lived assets. Based on the results of our analysis, we determined that impairment charges were not necessary for the three and nine months ended September 30, 2024.
Restructuring Charges	Restructuring Charges—In the first quarter of 2023, we announced a strategic transformation plan designed to improve our revenue trend, as well as improve capital efficiency and drive profitability in the business. As part of this effort, we have incurred professional fees, severance and other employee-related benefits, and other related charges which are included within restructuring expense in the condensed consolidated statements of operations and comprehensive loss.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The guidance is effective for our fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of the guidance in the first quarter of 2024 did not have a material impact on our condensed consolidated financial statements and related disclosures. In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842) - Common Control Arrangements. This ASU addresses issues related to accounting for leases under common control arrangements. The standard will include an amendment to Topic 842 for all entities with leasehold improvements in common control arrangements to amortize leasehold improvements that it owns over the improvements’ useful life to the common control group if certain criteria are met. The amendments in this update are effective for reporting periods beginning after December 15, 2023, with early adoption permitted. The adoption of the guidance in the first quarter of 2024 did not have a material impact on our condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements of a variety of topics in the ASC in order to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. We are evaluating the potential impact of this guidance on our condensed consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amended disclosure requirements for segment reporting. The amendments in this ASU improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, amendments to enhance interim disclosure requirements and introduce additional details about the chief operating decision maker. These changes address certain investor concerns that disclosures over reportable segment expenses were limited. The amendments in this update are effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are evaluating the potential impact of this guidance on our condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Tax (Topic 740): Improvements to Income Tax Disclosures, which amended disclosure requirements for income taxes. The primary changes from this update relate to improvements over income tax disclosures related to the rate reconciliation, income taxes paid and other disclosures. These changes help investors better 1) understand on an entity’s’ exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, with early adoption permitted. We are evaluating the potential impact of this guidance on our condensed consolidated financial statements and related disclosures.

Stock-Based Compensation - Schedule of Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended	12 Months Ended
	Nov. 19, 2018	Sep. 30, 2024	Dec. 31, 2023
Number of Options
Outstanding, beginning balance (in shares)		662,499
Granted (in shares)		0
Exercised (in shares)	(11,000)	(1,251)
Forfeited (in shares)		(7,559)
Cancelled (in shares)		(71,096)
Outstanding, ending balance (in shares)		582,593	662,499
Vested and exercisable at end of period (in shares)		434,848
Weighted-Average Exercise Price
Outstanding, beginning balance (in dollars per share)		$ 72.00
Granted (in dollars per share)		0
Exercised (in dollars per share)		25.40
Forfeited (in dollars per share)		81.26
Cancelled (in dollars per share)		79.30
Outstanding, ending balance (in dollars per share)		71.09	$ 72.00
Vested and exercisable at end of period (in dollars per share)		$ 77.97
Weighted-Average Remaining Contractual Term (in years)
Outstanding		6 years 7 days	6 years 6 months
Vested and exercisable at end of period (in years)		5 years 3 months 10 days
Aggregate Intrinsic Value (in thousands)
Outstanding, beginning of period		$ 927
Exercised		2
Outstanding, end of period		415	$ 927
Vested and exercisable at end of period		$ 415

Commitment and Contingencies (Details)	Jul. 25, 2023 lawsuit
Commitments and Contingencies Disclosure [Abstract]
Number of suits filed	2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (67,640)	$ (95,679)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	10,226	15,142
Amortization of debt issuance costs	8	37
Stock-based compensation	8,893	15,662
Inventory write-down	1,248	9,149
Realized loss on equity investments	0	84
Provision for bad debt	253	0
Net loss from sales of businesses	468	2,376
Deferred taxes	393	0
Changes in assets and liabilities:
Accounts receivable	2,247	3,799
Inventory	(4,494)	23,090
Prepaid expenses and other current assets	3,526	750
Operating lease right-of-use assets and current and noncurrent lease liabilities	(10,572)	2,919
Accounts payable and accrued expenses	3,188	(2,783)
Other long-term liabilities	0	9
Deferred revenue	(763)	(53)
Net cash used in operating activities	(53,019)	(25,498)
Cash flows from investing activities:
Purchase of property and equipment	(3,083)	(9,657)
Changes in security deposits	2,156	758
Proceeds from sale of equity investment	0	166
Proceeds from sale of businesses	2,459	0
Net cash provided by (used in) investing activities	1,532	(8,733)
Cash flows from financing activities:
Proceeds from the exercise of stock options	34	516
Taxes withheld and paid on employee stock awards	(1)	(359)
Proceeds from issuance of common stock under employee stock purchase plan	150	233
Net cash provided by financing activities	183	390
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash	105	(804)
Net decrease in cash, cash equivalents, and restricted cash	(51,199)	(34,645)
Cash, cash equivalents, and restricted cash—beginning of period	130,673	167,767
Cash, cash equivalents, and restricted cash—end of period	79,474	133,122
Supplemental disclosures of cash flow information:
Cash paid for interest	99	86
Cash paid for taxes	1,307	1,477
Noncash investing and financing activities:
Purchase of property and equipment included in accounts payable	8	30
Stock-based compensation included in capitalized internal-use software	228	677
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	78,627	132,483
Restricted cash included in prepaid expenses and other current assets	848	639
Total cash, cash equivalents, and restricted cash	$ 79,474	$ 133,122

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events We have evaluated events occurring through November 6, 2024, the date the condensed consolidated financial statements were available for issuance, and have determined there are no subsequent events that require disclosure in these condensed consolidated financial statements.

Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	3 Months Ended	6 Months Ended			9 Months Ended
	Sep. 30, 2023	Nov. 02, 2024	May 02, 2024	Nov. 02, 2023	Sep. 30, 2023
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	4.29%				3.77%
Dividend yield	0.00%				0.00%
Volatility	43.12%				42.43%
Expected lives (in years)	6 years 1 month 17 days				6 years 14 days
2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate			5.45%	5.08%
Dividend yield			0.00%	0.00%
Volatility			43.12%	45.59%
Expected lives (in years)			6 months	6 months
2021 ESPP \| Subsequent Event \| Forecast
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate		5.41%
Dividend yield		0.00%
Volatility		37.13%
Expected lives (in years)		6 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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+ Details

Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Wholesale accounts receivable		$ 4,100		$ 4,600
Credit card receivables		1,100		$ 2,300
Provision for bad debt	$ 800	253	$ 0
Impairment of note receivable	$ 400
Allowance for doubtful accounts		$ 300
Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, settlement period (in days)		2 days
Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, settlement period (in days)		3 days

Net Loss Per Share - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss attributable to common stockholders, basic	$ (21,177)	$ (31,575)	$ (67,640)	$ (95,679)
Net loss attributable to common stockholders, diluted	$ (21,177)	$ (31,575)	$ (67,640)	$ (95,679)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	7,900,246	7,605,191	7,831,158	7,550,254
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	7,900,246	7,605,191	7,831,158	7,550,254
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (2.68)	$ (4.15)	$ (8.64)	$ (12.67)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (2.68)	$ (4.15)	$ (8.64)	$ (12.67)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

We lease various office and retail spaces under non-cancelable operating leases with various expiration dates through fiscal 2034, certain of which contain renewal provisions. These renewal provisions are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments. We have no lease agreements that are classified as finance leases.

The components of lease costs, recognized as selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss, along with the weighted-average lease term and weighted-average discount rate for operating leases, are as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except for lease term and discount rate)	2024			2023			2024		2023
Operating lease costs	$	3,741		$	4,666		$	11,775	$	13,884
Variable lease costs	30			56			112		168
Short-term lease costs	47			3			141		73
Sublease income	(68)			(57)			(203)		(110)
Total lease costs	$	3,750		$	4,668		$	11,825	$	14,015

	September 30, 2024			September 30, 2023
Weighted-average remaining lease term (in years)	6.23			7.29
Weighted-average discount rate	5.71		%	5.55		%

Supplemental cash flow information related to operating leases are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,540	$	4,246	$	15,775	$	10,371
Right of use assets obtained in exchange for lease liabilities	—		24		—		8,480
Right of use assets given up for reduction of lease liabilities	(2,699)		—		(15,417)		—

Future minimum lease payments under non-cancelable operating leases with initial lease terms in excess of one year, included in our lease liabilities as of September 30, 2024, are as follows:


(in thousands)	Operating Lease Payments
Fiscal year ended December 31,
Remainder of 2024	$	3,488
2025	13,495
2026	12,822
2027	9,212
2028	8,089
Thereafter	24,489
Total undiscounted operating lease payments	$	71,596
Less: imputed discount	(12,343)
Total operating lease liabilities	$	59,253

Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Supplemental Balance Sheet Disclosures [Abstract]
Finished goods	$ 60,428	$ 64,281
Reserve to reduce inventories to net realizable value	(2,969)	(6,518)
Total inventory	$ 57,459	$ 57,763

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,120,533	1,337,718
Outstanding stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	582,342	737,155
2021 ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,954	2,185
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	490,364	572,123
PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	45,873	26,255

Stock Transactions	9 Months Ended
Stock Transactions	Sep. 30, 2024
Equity [Abstract]
Stock Transactions	Stock Transactions On November 19, 2018, we received a promissory note from an employee in consideration for the early exercise of 11,000 shares of common stock options. The promissory note is secured by the underlying shares of common stock and, prior to amendment, bore interest at 2.86% per annum. In June 2023, the note was amended to no longer accrue interest after March 31, 2023 and to extend the maturity date to October 1, 2025. As of September 30, 2024, the promissory note remained outstanding. Since the note is a limited recourse note, the note receivable is not reflected in our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended		9 Months Ended
	Mar. 31, 2024	May 31, 2022	Sep. 30, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of options granted (in dollars per share)					$ 13.20		$ 12.60
Stock-based compensation, net of amounts capitalized				$ 2,620	$ 4,690	$ 8,893	$ 15,662
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, period for recognition (in years)						2 years 6 months 3 days
Unrecognized compensation costs				11,800		$ 11,800
RSUs \| New Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)						4 years
Award cliff vesting period (in years)						1 year
RSUs \| Existing Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)						3 years
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted (in shares)		40,000
Total grant date fair value		$ 4,000
Stock-based compensation, net of amounts capitalized				200	$ 400	$ 600	$ 1,300
Unrecognized compensation cost, period for recognition (in years)						1 year 11 months 8 days
Unrecognized compensation costs				400		$ 400
PSUs \| Tranche 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate fair value of equity instruments vested during the period		1,300
PSUs \| Tranche 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate fair value of equity instruments vested during the period		1,400
PSUs \| Tranche 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate fair value of equity instruments vested during the period		$ 1,400
PSUs \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted (in shares)	30,000
Total grant date fair value	$ 100
Outstanding stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, period for recognition (in years)						2 years 3 months 7 days
Unrecognized compensation cost related to unvested share-based compensation arrangements granted				$ 4,000		$ 4,000
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation, period for increase in shares (in years)			10 years
Percent of outstanding shares			4.00%
2021 Equity Incentive Plan \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation, maximum number of shares available for issue on the exercise of incentive stock options (in shares)			100,000,000
2021 Employee Stock Purchase Plan \| 2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation, period for increase in shares (in years)			10 years
Percent of outstanding shares			1.00%
Stock-based compensation, number of additional shares allowable under the plan (in shares)			142,500
Stock-based compensation, purchase period (in months)			6 months
2021 Employee Stock Purchase Plan \| Class A Common Stock \| 2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation, discount percentage from market price, beginning of period			85.00%

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Lease Information


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except for lease term and discount rate)	2024			2023			2024		2023
Operating lease costs	$	3,741		$	4,666		$	11,775	$	13,884
Variable lease costs	30			56			112		168
Short-term lease costs	47			3			141		73
Sublease income	(68)			(57)			(203)		(110)
Total lease costs	$	3,750		$	4,668		$	11,825	$	14,015

	September 30, 2024			September 30, 2023
Weighted-average remaining lease term (in years)	6.23			7.29
Weighted-average discount rate	5.71		%	5.55		%

Supplemental cash flow information related to operating leases are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,540	$	4,246	$	15,775	$	10,371
Right of use assets obtained in exchange for lease liabilities	—		24		—		8,480
Right of use assets given up for reduction of lease liabilities	(2,699)		—		(15,417)		—

Schedule of Commitments for Minimum Lease Payments Under Noncancelable Operating Leases

Future minimum lease payments under non-cancelable operating leases with initial lease terms in excess of one year, included in our lease liabilities as of September 30, 2024, are as follows:


(in thousands)	Operating Lease Payments
Fiscal year ended December 31,
Remainder of 2024	$	3,488
2025	13,495
2026	12,822
2027	9,212
2028	8,089
Thereafter	24,489
Total undiscounted operating lease payments	$	71,596
Less: imputed discount	(12,343)
Total operating lease liabilities	$	59,253

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables summarize, for assets measured at fair value, the respective fair value and classification by level of input within the fair value hierarchy as of September 30, 2024 and December 31, 2023. We had no liabilities measured at fair value as of September 30, 2024 and December 31, 2023.


	September 30, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	50,000	$	—	$	—	$	50,000
	$	50,000	$	—	$	—	$	50,000


	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	82,000	$	—	$	—	$	82,000
	$	82,000	$	—	$	—	$	82,000

Business Combinations and Dispositions	9 Months Ended
Business Combinations and Dispositions	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Business Combinations and Dispositions	Business Combinations and Dispositions Dispositions China On August 6, 2024, we entered into an asset purchase agreement with an unrelated third party for the sale of certain net assets used in connection with the operation of our China subsidiary, Allbirds (Shanghai) Trading Co., LTD. The net assets sold primarily included inventory and property and equipment related to our retail store leases, partially offset by sales return liabilities and gift card liabilities. As part of this transaction, we are to be paid total consideration of $2.1 million, recorded in other receivables within prepaid expenses and other current assets on our condensed consolidated balance sheet. Consideration received was less than the net book value of the transferred net assets of $2.2 million, resulting in a loss of approximately $0.2 million, which was recorded within net loss from the sale of businesses in the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2024. Japan On May 27, 2024, we entered into an asset purchase agreement with an unrelated third party for the sale of certain net assets used in connection with the operation of our Japan subsidiary, Allbirds G.K. The net assets sold primarily included inventory and property and equipment related to our retail store leases, partially offset by sales return liabilities and gift card liabilities. As part of this transaction, we are to be paid total consideration of $0.9 million, recorded in other receivables within prepaid expenses and other current assets on our condensed consolidated balance sheet. Consideration received was more than the net book value of the transferred net assets of $0.8 million, resulting in an immaterial gain, which was recorded within net loss from the sale of businesses in the condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2024. Australasia On June 26, 2024, we entered into an asset purchase agreement with an unrelated third party for the sale of certain net assets used in connection with the operation of our New Zealand subsidiary, Allbirds (New Zealand) Limited. The net assets sold primarily included inventory, partially offset by gift card liabilities. As part of this transaction, we are to be paid total consideration of $0.3 million, recorded in other receivables within prepaid expense and other current assets on our condensed consolidated balance sheet. Consideration received was less than the net book value of the transferred net assets of $0.5 million, resulting in a loss of $0.2 million, which was recorded within loss from the sale of businesses in the condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2024.

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Supplemental Balance Sheet Disclosures [Abstract]
Prepaid expenses	$ 4,086	$ 5,248
Inventory returns receivable	547	927
Security deposits	227	458
Taxes receivable	5,490	6,865
Other receivables	2,373	2,284
Restricted cash	848	641	$ 639
Total prepaid expenses and other current assets	$ 13,571	$ 16,423

Leases - Schedule of Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease costs	$ 3,741	$ 4,666	$ 11,775	$ 13,884
Variable lease costs	30	56	112	168
Short-term lease costs	47	3	141	73
Sublease income	(68)	(57)	(203)	(110)
Total lease costs	$ 3,750	$ 4,668	$ 11,825	$ 14,015
Weighted-average remaining lease term (in years)	6 years 2 months 23 days	7 years 3 months 14 days	6 years 2 months 23 days	7 years 3 months 14 days
Weighted-average discount rate	5.71%	5.55%	5.71%	5.55%

Significant Accounting Policies - Inventory (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Inventory write-down and adjustments	$ 1.0	$ 1.1	$ 2.7	$ 9.1

Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment - gross	$ 68,849	$ 96,942
Less: accumulated depreciation and amortization	(49,877)	(70,857)
Total property and equipment - net	18,972	26,085
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment - gross	19,752	40,008
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment - gross	15,732	23,756
Internal-use software
Property, Plant and Equipment [Line Items]
Total property and equipment - gross	30,300	29,367
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment - gross	640	975
Computers and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment - gross	$ 2,425	$ 2,836

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance as of September 30, 2024 and December 31, 2023 consist of the following:


	September 30, 2024	December 31, 2023
2015 Equity Incentive Plan:
Options issued and outstanding	335,608	410,305
Shares available for future option grants		—
2021 Equity Incentive Plan:
Options issued and outstanding	246,985	252,195
Restricted stock units outstanding	489,973	513,205
Performance stock units outstanding	45,870	26,255
Shares available for future grants	778,488	564,568
2021 Employee Stock Purchase Plan:
Shares available for future grants	327,149	261,848
Total shares of common stock reserved for future issuance	2,224,073	2,028,375

Long-Term Debt	9 Months Ended
Long-Term Debt	Sep. 30, 2024
Debt Disclosure [Abstract]
Long-Term Debt	Long-Term Debt On February 20, 2019, we entered into a credit agreement with JPMorgan Chase Bank, N.A. (the “Original Credit Agreement”). The Original Credit Agreement was an asset-based loan, which provided for a revolving line of credit of up to $40.0 million, subject to a borrowing base formula, and an optional accordion, which, if exercised, would have allowed us to increase the aggregate commitment by up to $35.0 million, subject to obtaining additional lender commitments and satisfying certain conditions. The Original Credit Agreement had a maturity date of February 20, 2024. On April 17, 2023, we entered into an amendment to the Original Credit Agreement, which amended the terms of the Original Credit Agreement to, among other things, (i) increase the committed amount from $40.0 million to $50.0 million, subject to a borrowing base formula, (ii) increase the uncommitted incremental borrowing capacity from $35.0 million to $50.0 million, (iii) increase the interest rate margin by 0.50%, (iv) extend the maturity date from February 20, 2024 to April 17, 2026 and (v) provide that a Dominion Event Date (as defined therein) shall occur on any date on which Availability (as defined therein) is less than 25.0% of the Aggregate Revolving Commitments (as defined therein). Interest on borrowings under the revolving credit facility accrued at a variable rate equal to (i) the Term Secured Overnight Financing Rate (“SOFR”), plus (ii) 0.10%, plus (ii) a specified spread of 1.75% or 2.00% dependent on the average quarterly revolver availability, calculated on the last day of each fiscal quarter being greater than 20% of the total revolver commitments or less than or equal to 20% of the total revolver commitments, respectively. The commitment fee under the Credit Agreement is 0.20% per annum on the average daily unused portion of each lender’s commitment. In addition, we are required to pay a fronting fee of 0.125% per annum on the average daily aggregate face amount of issued and outstanding letters of credit. Interest, commitment fees and fronting fees are payable monthly, in arrears. The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to us and our subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions and a financial covenant that requires us to maintain a specified minimum fixed charge coverage ratio. In addition, the Credit Agreement contains certain customary events of default including, but not limited to, failure to pay interest, principal and fees or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant defaults, certain cross defaults to other material indebtedness, certain judgment defaults and events of bankruptcy. As of September 30, 2024 and December 31, 2023, there were no amounts outstanding under the Credit Agreement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share data)	2024		2023		2024		2023
Numerator:
Net loss attributable to common stockholders	$	(21,177)	$	(31,575)	$	(67,640)	$	(95,679)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	7,900,246		7,605,191		7,831,158		7,550,254
Net loss per share attributable to common stockholders, basic and diluted	$	(2.68)	$	(4.15)	$	(8.64)	$	(12.67)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following shares of preferred stock and common stock were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive:


	September 30, 2024	September 30, 2023
Outstanding stock options	582,342	737,155
2021 ESPP	1,954	2,185
RSUs	490,364	572,123
PSUs	45,873	26,255
Total anti-dilutive securities	1,120,533	1,337,718

Fair Value Measurements- Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Fair Value Measurements- Narrative (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Equity securities, unrealized gain (loss)	$ 0	$ 0	$ 0	$ 0
Investment without readily determinable fair value	$ 2,000,000		$ 2,000,000		$ 2,000,000

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ 86	$ 134	$ 877	$ 631
Effective tax rate (as percent)	0.40%	0.40%	1.30%	0.70%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (21,177)	$ (31,575)	$ (67,640)	$ (95,679)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Section S99
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-Publisher FASB
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Sep. 30, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares
Class A Common Stock
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, issued (in shares)	5,387,660	5,128,961
Common stock, outstanding (in shares)	5,387,660	5,128,961
Class B Common Stock
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	2,542,365	2,627,388
Common stock, outstanding (in shares)	2,542,365	2,627,388

Stockholders’ Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Options issued and outstanding (in shares)	582,593	662,499
Total shares of common stock reserved for future issuance (in shares)	2,224,073	2,028,375
2015 Equity Incentive Plan
Class of Stock [Line Items]
Options issued and outstanding (in shares)	335,608	410,305
Shares available for future grants (in shares)		0
2021 Equity Incentive Plan
Class of Stock [Line Items]
Options issued and outstanding (in shares)	246,985	252,195
Shares available for future grants (in shares)	778,488	564,568
2021 Equity Incentive Plan \| Restricted stock units
Class of Stock [Line Items]
Stock unit outstanding (in shares)	489,973	513,205
2021 Equity Incentive Plan \| PSUs
Class of Stock [Line Items]
Stock unit outstanding (in shares)	45,870	26,255
2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Shares available for future grants (in shares)	327,149	261,848

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net revenue	$ 42,996	$ 57,244	$ 133,905	$ 182,075
Cost of revenue	23,921	32,351	70,319	105,218
Gross profit	19,075	24,893	63,586	76,857
Operating expense:
Selling, general, and administrative expense	30,967	43,545	104,226	132,516
Marketing expense	9,855	10,176	29,354	34,192
Restructuring expense	35	1,234	1,788	5,514
Total operating expense	40,857	54,955	135,368	172,222
Loss from operations	(21,782)	(30,062)	(71,782)	(95,365)
Net loss from the sales of businesses	(236)	(2,346)	(430)	(2,346)
Interest income	744	1,120	2,992	2,961
Other income (expense)	183	(153)	2,457	(298)
Loss before provision for income taxes	(21,091)	(31,441)	(66,763)	(95,048)
Income tax provision	(86)	(134)	(877)	(631)
Net loss	$ (21,177)	$ (31,575)	$ (67,640)	$ (95,679)
Net loss per share data:
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (2.68)	$ (4.15)	$ (8.64)	$ (12.67)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (2.68)	$ (4.15)	$ (8.64)	$ (12.67)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	7,900,246	7,605,191	7,831,158	7,550,254
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	7,900,246	7,605,191	7,831,158	7,550,254
Other comprehensive income (loss):
Foreign currency translation income (loss)	$ 1,880	$ (906)	$ 355	$ (1,438)
Total comprehensive loss	$ (19,297)	$ (32,481)	$ (67,285)	$ (97,117)

Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities, fair value disclosure	$ 0
Assets, fair value disclosure	50,000,000	$ 82,000,000
Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Money market funds	50,000,000	82,000,000
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value disclosure	50,000,000	82,000,000
Level 1 \| Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Money market funds	50,000,000	82,000,000
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value disclosure	0	0
Level 2 \| Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Money market funds	0	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value disclosure	0	0
Level 3 \| Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Money market funds	$ 0	$ 0

Significant Accounting Policies - Reverse Stock Split (Details)	Sep. 04, 2024
Accounting Policies [Abstract]
Stock split ratio	0.05

Leases - Schedule of Minimum Lease Payments Under Noncancelable Operating Leases (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Operating Lease Payments
Remainder of 2024	$ 3,488
2025	13,495
2026	12,822
2027	9,212
2028	8,089
Thereafter	24,489
Total undiscounted operating lease payments	71,596
Less: imputed discount	(12,343)
Total operating lease liabilities	$ 59,253

Significant Accounting Policies - Revenue, Remaining Performance Obligation (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount		$ 4.6
Remaining performance obligation, expected timing of satisfaction, period (in months)		12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 3.6
Remaining performance obligation, expected timing of satisfaction, period (in months)	12 months

Stockholders’ Equity - Narrative (Details)	Sep. 04, 2024	Sep. 30, 2024 class vote $ / shares shares	Dec. 31, 2023 class $ / shares shares
Class of Stock [Line Items]
Stock split ratio	0.05
Capital stock authorized (in shares)		2,220,000,000	2,220,000,000
Preferred stock, authorized (in shares)		20,000,000	20,000,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Convertible preferred stock, shares issued (in shares)		0	0
Convertible preferred stock, shares outstanding (in shares)		0	0
Number of classes of common stock \| class		2	2
Common stock, reclassification ratio		1
Common stock, percentage of Class B outstanding (less than)		10.00%
Minimum
Class of Stock [Line Items]
Conversion of common stock, date fixed by the board of directors, period		61 days
Maximum
Class of Stock [Line Items]
Conversion of common stock, date fixed by the board of directors, period		180 days
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)		2,000,000,000	2,000,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of votes per share for common stock \| vote		1
Class B Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)		200,000,000	200,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of votes per share for common stock \| vote		10

COVER - shares	9 Months Ended
COVER - shares	Sep. 30, 2024	Nov. 01, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-40963
Entity Registrant Name	Allbirds, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-3999983
Entity Address, Address Line One	30 Hotaling Place
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94111
City Area Code	628
Local Phone Number	225-4848
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	BIRD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001653909
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,390,015
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,542,355

Benefit Plan	9 Months Ended
Benefit Plan	Sep. 30, 2024
Retirement Benefits [Abstract]
Benefit Plan	Benefit Plan We sponsor a 401(k) defined contribution plan covering eligible employees who elect to participate. We are allowed to make discretionary profit sharing and matching contributions as defined in the plan and as approved by our board of directors. No discretionary profit-sharing contributions were made for the three and nine months ended September 30, 2024 and 2023. We made $0.3 million and $1.0 million in matching contributions for the three and nine months ended September 30, 2024, respectively, and $0.3 million and $1.1 million for the three and nine months ended September 30, 2023, respectively. We have no intention to terminate the plan.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income tax provision was $0.1 million and $0.9 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.6 million for the three and nine months ended September 30, 2023, respectively. The effective tax rate for the three and nine months ended September 30, 2024 was 0.4% and 1.3%, respectively, and for the three and nine months ended September 30, 2023 was 0.4% and 0.7%, respectively. The income tax provision and effective tax rate are primarily driven by a mix of geographic income and associated effective tax rates. Our tax provision for income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any. Each quarter, we update our estimate of the annual effective tax rate and make a year-to-date adjustment to the provision. As of September 30, 2024, we are subject to examination by various tax authorities for 2018 through 2023. During the three and nine months ended September 30, 2024, there was no material change to our uncertain tax positions. We do not expect our unrecognized tax positions to change significantly over the next twelve months.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Section 55
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-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024 shares	Sep. 30, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Joey Zwillinger [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On September 10, 2024, Joey Zwillinger, a director of the Company, and Elizabeth Zwillinger, as Trustees of the Twin Wolves Revocable Trust under Revocable Trust Agreement dated September 27, 2017 adopted a trading arrangement for the sale of shares of the Company’s Class A Common Stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Rule 10b5-1 Trading Plan, which has a term from December 12, 2024 through June 12, 2025, provides for the sale of up to 25,000 shares of Class A Common Stock pursuant to the terms of the Rule 10b5-1 Trading Plan.
Name	Joey Zwillinger
Title	a director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 10, 2024
Expiration Date	June 12, 2025
Arrangement Duration	271 days
Aggregate Available	25,000	25,000

Stock-Based Compensation - Schedule of Share-based Payment Arrangement, Restricted Stock Unit, Activity (Details) - RSUs	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Shares
Unvested at beginning of period (in shares) \| shares	513,205
Granted (in shares) \| shares	212,508
Vested (in shares) \| shares	(160,217)
Forfeited (in shares) \| shares	(75,523)
Unvested at end of period(in shares) \| shares	489,973
Weighted-Average Grant Date Fair Value per Share
Unvested at beginning of period (in dollars per share) \| $ / shares	$ 38.60
Granted (in dollars per share) \| $ / shares	13.47
Vested (in dollars per share) \| $ / shares	41.94
Forfeited (in dollars per share) \| $ / shares	41.63
Unvested at end of period (in dollars per share) \| $ / shares	$ 26.70

Benefit Plan (Details) - USD ($)	3 Months Ended		9 Months Ended
Benefit Plan (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Retirement Benefits [Abstract]
Discretionary profit-sharing contributions	$ 0	$ 0	$ 0	$ 0
Matching contributions	$ 300,000	$ 300,000	$ 1,000,000.0	$ 1,100,000

Description of Business	9 Months Ended
Description of Business	Sep. 30, 2024
Accounting Policies [Abstract]
Description of Business	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 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. The majority of our revenue is from direct sales, including sales to consumers via our digital and store channels, and from third-party sales, including distributor sales to our distributor partners and wholesale sales to our retail partners.

Long-Term Debt (Details) - Revolving Credit Facility - USD ($)		9 Months Ended
	Apr. 17, 2023	Sep. 30, 2024	Dec. 31, 2023	Feb. 20, 2019
Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 40,000,000.0
Accordion feature, increase limit				35,000,000.0
Line of credit facility, total revolver commitment percentage		20.00%
Commitment fee percentage		0.20%
Fronting fee percentage		0.125%
Long-term line of credit		$ 0	$ 0
Credit Agreement \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)		0.10%
Credit Agreement \| Base, SOFR, or Commitment Fee \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)		1.75%
Credit Agreement \| Base, SOFR, or Commitment Fee \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)		2.00%
Second Amendment
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 50,000,000			40,000,000
Accordion feature, increase limit	$ 50,000,000			$ 35,000,000
Line of credit facility, interest rate margin	0.50%
Line of credit facility, percentage threshold of availability of aggregate revolving commitments	25.00%

Stock-Based Compensation - Schedule of Share-based Payment Arrangement, Performance Stock Unit, Activity (Details) - PSUs	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Shares
Unvested at beginning of period (in shares) \| shares	26,255
Granted (in shares) \| shares	32,743
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(13,128)
Unvested at end of period(in shares) \| shares	45,870
Weighted-Average Grant Date Fair Value per Share
Unvested at beginning of period (in dollars per share) \| $ / shares	$ 105.80
Granted (in dollars per share) \| $ / shares	2.61
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	102.20
Unvested at end of period (in dollars per share) \| $ / shares	$ 33.17

Balance Sheet Components - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Supplemental Balance Sheet Disclosures [Abstract]
Investment in equity securities	$ 2,000	$ 2,000
Security deposits	1,611	3,564
Intangible assets	43	82
Debt issuance costs	0	8
Deferred tax assets	1,082	1,475
Total other assets	$ 4,736	$ 7,129

Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Revenue recognized	$ 1.1	$ 1.0	$ 3.4	$ 3.0
Cash collections of purchases via digital channel not yet shipped	0.0		0.0		$ 0.8
Gift card liabilities	$ 3.6		$ 3.6		$ 3.6

Significant Accounting Policies - Segments (Details)	9 Months Ended
Significant Accounting Policies - Segments (Details)	Sep. 30, 2024 segment
Accounting Policies [Abstract]
Number of operating segments	1
Number of reportable segments	1

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Sep. 30, 2024

Dec. 31, 2023

Current assets:

Cash and cash equivalents

$ 78,627

$ 130,032

Accounts receivable

5,672

8,188

Inventory

57,459

57,763

Prepaid expenses and other current assets

13,571

16,423

Total current assets

155,329

212,406

Property and equipment—net

18,972

26,085

Operating lease right-of-use assets

42,877

67,085

Other assets

4,736

7,129

Total assets

221,914

312,705

Current liabilities:

Accounts payable

18,359

5,851

Accrued expenses and other current liabilities

13,306

22,987

Current lease liabilities

10,604

15,218

Deferred revenue

3,613

4,551

Total current liabilities

45,882

48,607

Noncurrent liabilities:

Noncurrent lease liabilities

48,649

78,731

Other long-term liabilities

Total noncurrent liabilities

48,687

78,769

Total liabilities

94,569

127,376

Commitments and contingencies (Note 11)

Stockholders’ equity:

Additional paid-in capital

589,164

579,862

Accumulated other comprehensive loss

(2,981)

(3,335)

Accumulated deficit

(458,839)

(391,199)

Total stockholders’ equity

127,345

185,329

Total liabilities and stockholders’ equity

221,914

312,705

Class A Common Stock

Stockholders’ equity:

Common stock

^[1]

Class B Common Stock

Stockholders’ equity:

Common stock

^[1]

$ 0

[1]	1 Amounts have been adjusted to reflect the 1-for-20 reverse stock split that became effective on September 4, 2024. See Note 2, “Significant Accounting Policies” and Note 7, “Stockholders’ Equity” for additional details.

Balance Sheet Components - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended			9 Months Ended
	Apr. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Nov. 22, 2021	Nov. 20, 2020
Other Assets [Line Items]
Depreciation and amortization expense		$ 2,900,000	$ 5,200,000		$ 10,200,000	$ 15,300,000
Investment in equity securities		2,000,000			2,000,000		$ 2,000,000
Natural Fiber Welding, Inc.
Other Assets [Line Items]
Investment in equity securities									$ 2,000,000.0
Equity securities impairment loss		$ 0			$ 0
Natural Fiber Welding, Inc. \| Series A Preferred Stock
Other Assets [Line Items]
Equity securities acquired (in shares)									201,207
NoHo ESG, Inc.
Other Assets [Line Items]
Investment in equity securities								$ 300,000
Equity securities impairment loss			$ 100,000	$ 0		$ 100,000
Assets acquired	$ 200,000

Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total net revenue	$ 42,996	$ 57,244	$ 133,905	$ 182,075
United States
Disaggregation of Revenue [Line Items]
Total net revenue	32,041	43,671	97,901	135,555
International
Disaggregation of Revenue [Line Items]
Total net revenue	$ 10,955	$ 13,573	$ 36,004	$ 46,520

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
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+ Details

Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Supplemental Balance Sheet Disclosures [Abstract]
Sales-refund reserve	$ 1,818	$ 3,370
Taxes payable	606	1,996
Employee-related liabilities	3,801	4,174
Accrued expenses	7,081	13,447
Total accrued expenses and other current liabilities	$ 13,306	$ 22,987

Stockholders’ Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders’ Equity

On August 30, 2024, following stockholder approval, we announced that we had filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate to effect a Reverse Stock Split of the Company’s common stock in the ratio of 1-for-20, effective as of 5:00 p.m. Eastern Standard Time on September 4, 2024. Accordingly, each holder of common stock owned fewer shares of common stock as a result of the Reverse Stock Split. However, the Reverse Stock Split affected all holders of common stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in an adjustment to a stockholder’s ownership of Common Stock due to the treatment of fractional shares in the Reverse Stock Split. Therefore, voting rights and other rights and preferences of the holders of common stock were not affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). Common stock issued pursuant to the Reverse Stock Split remained fully paid and nonassessable, without any change in the par value per share.

No fractional shares were issued as a result of the Reverse Stock Split. Instead, each stockholder received a cash payment equal to the fraction of which such stockholder was otherwise entitled multiplied by the closing price per share of Class A common stock on the date of the Effective Time as reported by Nasdaq (as adjusted to give effect to the Reverse Stock Split). The common stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Global Select Market on September 5, 2024. All share and per share data in the accompanying financial statements and accompanying notes have been retroactively adjusted to reflect the effect of the Reverse Stock Split.

As of September 30, 2024 and December 31, 2023, we were authorized to issue 2,220,000,000 shares of capital stock, comprised of 2,000,000,000 shares of Class A common stock, 200,000,000 shares of Class B common stock, and 20,000,000 shares of preferred stock. Each class had a par value of $0.0001 per share. There was no change in

the number of shares authorized for issuance or the par value of the common stock and preferred stock as a result of the Reverse Stock Split.

Preferred Stock

As of September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued and outstanding. Our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges, and restrictions of up to an aggregate of 20,000,000 shares of preferred stock in one or more series and authorize their issuance. The voting, dividend, and liquidation rights of the holders of common stock are subject to and qualified by the rights, powers, and preferences of the holders of preferred stock.

Common Stock

As of September 30, 2024 and December 31, 2023, we had two classes of common stock: Class A common stock and Class B common stock. Each class had a par value of $0.0001.

Voting—Holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of Class B common stock are entitled to 10 votes per share on all matters to be voted upon by the stockholders. The holders of our Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware law or our amended and restated certificate of incorporation. Delaware law could require either holders of our Class A common stock or Class B common stock to vote separately as a single class in the following circumstances: (i) if we were to seek to amend our amended and restated certificate of incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and (ii) if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment. As a result, in these limited instances, the holders of a majority of the Class A common stock could defeat an amendment to our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation does not provide for cumulative voting for the election of directors.

Dividends—Holders of Class A common stock and Class B common stock are entitled to ratably receive dividends if, as and when declared from time to time by our board of directors at its own discretion out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, if any. Under Delaware law, we can only pay dividends either out of “surplus” or out of the current or the immediately preceding year’s net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation’s assets can be measured in a number of ways and may not necessarily equal their book value.

Right to Receive Liquidation Distributions—Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our Class A common stock and Class B common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Conversion—Each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common stock. Each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except for (i) certain permitted transfers to entities, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock, and (ii) certain other permitted transfers described in our amended and restated certificate of incorporation. In addition, if held by a natural person (including a natural person serving in a sole trustee capacity), each share of our Class B common stock will convert automatically into one share of our Class A common stock upon the death or incapacity of such natural person as described in our amended and restated certificate of incorporation. All outstanding shares of our Class B common stock will convert automatically into an equivalent number of shares of our Class A common stock upon the final conversion date, defined as the later of (a) the last trading day of the fiscal quarter immediately following the tenth anniversary of September 21, 2021 and (b) the date fixed by our board of directors that is no less than 61 days and no more than 180 days following the date on

which the outstanding shares of Class B common stock first represent less than 10% of the aggregate number of the then outstanding shares of Class A common stock and Class B common stock (except if the final conversion date determined according to (a) or (b) would otherwise occur on or after the record date of any meeting of stockholders and before or at the time the vote at such meeting is taken, then the final conversion date shall instead be the last trading day of the fiscal quarter during which such vote was taken).

Other Matters—The Class A common stock and Class B common stock have no preemptive rights pursuant to the terms of our amended and restated certificate of incorporation and our amended and restated bylaws. There are no redemption or sinking fund provisions applicable to the Class A common stock and Class B common stock. All outstanding shares of our Class A common stock are fully paid and non-assessable.

Shares of common stock reserved for future issuance as of September 30, 2024 and December 31, 2023 consist of the following:


	September 30, 2024	December 31, 2023
2015 Equity Incentive Plan:
Options issued and outstanding	335,608	410,305
Shares available for future option grants		—
2021 Equity Incentive Plan:
Options issued and outstanding	246,985	252,195
Restricted stock units outstanding	489,973	513,205
Performance stock units outstanding	45,870	26,255
Shares available for future grants	778,488	564,568
2021 Employee Stock Purchase Plan:
Shares available for future grants	327,149	261,848
Total shares of common stock reserved for future issuance	2,224,073	2,028,375

- Definition

The entire disclosure for equity.

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+ Details

Stock Transactions (Details) - shares		9 Months Ended
Stock Transactions (Details) - shares	Nov. 19, 2018	Sep. 30, 2024
Debt Instrument [Line Items]
Common stock options exercised (in shares)	11,000	1,251
Promissory Note
Debt Instrument [Line Items]
Interest rate (as percent)	2.86%

- Definition

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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based compensation, net of amounts capitalized	$ 2,620	$ 4,690	$ 8,893	$ 15,662
Capitalized stock-based compensation	54	248	228	677
Total stock-based compensation	$ 2,674	$ 4,938	$ 9,121	$ 16,339

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2024

Supplemental Balance Sheet Disclosures [Abstract]

Schedule of Inventory

Inventory consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Finished goods	$	60,428	$	64,281
Reserve to reduce inventories to net realizable value	(2,969)		(6,518)
Total inventory	$	57,459	$	57,763

Schedule of Property and Equipment

Property and equipment consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Leasehold improvements	$	19,752	$	40,008
Furniture and fixtures	15,732		23,756
Internal-use software	30,300		29,367
Machinery and equipment	640		975
Computers and equipment	2,425		2,836
Total property and equipment - gross	68,849		96,942
Less: accumulated depreciation and amortization	(49,877)		(70,857)
Total property and equipment - net	$	18,972	$	26,085

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Prepaid expenses	$	4,086	$	5,248
Inventory returns receivable	547		927
Security deposits	227		458
Taxes receivable	5,490		6,865
Other receivables	2,373		2,284
Restricted cash	848		641
Total prepaid expenses and other current assets	$	13,571	$	16,423

Schedule of Other Assets

Other assets consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Investment in equity securities	$	2,000	$	2,000
Security deposits	1,611		3,564
Intangible assets	43		82
Debt issuance costs	—		8
Deferred tax assets	1,082		1,475
Total other assets	$	4,736	$	7,129

Schedule of Accrued Liabilities

Accrued expenses consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Sales-refund reserve	$	1,818	$	3,370
Taxes payable	606		1,996
Employee-related liabilities	3,801		4,174
Accrued expenses	7,081		13,447
Total accrued expenses and other current liabilities	$	13,306	$	22,987

Significant Accounting Policies - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring Reserve [Roll Forward]
Charges	$ 35	$ 1,234	$ 1,788	$ 5,514
Professional fees and other related charges
Restructuring Reserve [Roll Forward]
Restructuring, beginning balance	54		192
Charges	35		391
Cash Payments	0		(494)
Restructuring, ending balance	89		89
Severance and other employee-related benefits
Restructuring Reserve [Roll Forward]
Restructuring, beginning balance	654		840
Charges	0		1,397
Cash Payments	(654)		(2,237)
Restructuring, ending balance	$ 0		$ 0

Business Combinations and Dispositions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Aug. 06, 2024	Jun. 26, 2024	May 27, 2024
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposal	$ (236)	$ (2,346)	$ (430)	$ (2,346)
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Allbirds China
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration receivable from transaction					$ 2,100
Net book value of the transferred net assets					$ 2,200
Gain (loss) on disposal	$ (200)		(200)
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Allbirds Japan, G.K.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration receivable from transaction							$ 900
Net book value of the transferred net assets							$ 800
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Allbirds (New Zealand) Limited
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration receivable from transaction						$ 300
Net book value of the transferred net assets						$ 500
Gain (loss) on disposal			$ (200)

Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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, 2023, filed with the SEC on March 13, 2024 (“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, 2023 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 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.

Reverse Stock Split—On August 30, 2024, following stockholder and Board of Directors’ approval, we announced that we had filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Ninth Amended and Restated Certificate of Incorporation (the “Certificate”) to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock and Class B common stock (together the “common stock”), at a ratio of 1-for-20, effective as of 5:00 p.m. Eastern Standard Time on September 4, 2024 (the “Effective Time”). Accordingly, each holder of common stock owned fewer shares of common stock as a result of the Reverse Stock Split. However, the Reverse Stock Split affected all holders of common stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in an adjustment to a stockholders’s ownership of common stock due to the treatment of fractional shares in the Reverse Stock Split. Therefore, voting rights and other rights and preferences of the holders of Common Stock were not affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). Common stock issued pursuant to the Reverse Stock Split remained fully paid and nonassessable, without any change in the par value per share.

No fractional shares were issued as a result of the Reverse Stock Split. Instead, each stockholder received a cash payment equal to the fraction of which such stockholder was otherwise entitled multiplied by the closing price per share of Class A common stock on the date of the Effective Time as reported by Nasdaq (as adjusted to give effect to the Reverse Stock Split). The common stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Global Select Market on September 5, 2024. The trading symbol for the Class A common stock remained “BIRD.”

All share and per share data in the accompanying condensed consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the effect of the Reverse Stock Split.

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, 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 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 condensed consolidated financial statements.

Segments—Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by our chief operating decision maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. Mr. Vernachio, Chief Executive Officer, is our CODM.

We operate in one operating segment and one reportable segment, as the CODM reviews financial information presented on an aggregate basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. There was no change in our operating or reportable segments as a result of the change in CEO during the first quarter of 2024.

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 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 $4.1 million and $4.6 million as of September 30, 2024 and December 31, 2023, respectively. Credit card receivables were $1.1 million and $2.3 million as of September 30, 2024 and December 31, 2023, respectively.

For receivables from our wholesale customers and third-party distributors, we perform ongoing evaluations of creditworthiness and maintain an allowance for potential credit losses. We consider past and current transaction history with the customer, contractual terms, current economic industry trends, and changes in customer payment terms when determining whether collectability is reasonably assured and whether to record allowances for our receivables. If the financial condition of our customers deteriorates and adversely affects their ability to make payments, additional allowances will be recorded. We recorded $0.8 million of bad debt expense and an impairment of $0.4 million of a distributor note receivable in the first quarter of 2024. The distributor note receivable was collected during the second quarter of 2024. As of September 30, 2024 the note receivable was current and no additional reserve was recorded. Bad debt expense is recorded within selling, general, and administrative expense. As of September 30, 2024, our allowance for doubtful accounts for accounts receivable was $0.3 million on the condensed consolidated balance sheet.

Inventory—Inventory consists of finished goods, stated at the lower of cost or net realizable value. We value our inventory using the weighted-average cost method and include product costs from our suppliers, freight, import duties and other landing costs.

We periodically review inventory and make provisions as necessary to appropriately value end of life, slow-moving, damaged, and excess inventory. To determine if the value of inventory requires a write-down, we estimate the net realizable value of inventory by considering current and anticipated demand, customer preferences and buying trends, and the age of the merchandise. Inventory write-downs are recognized as cost of revenue in the condensed consolidated statements of operations and comprehensive loss. We recorded $1.0 million and $2.7 million of inventory write-downs for the three and nine months ended September 30, 2024, respectively, and $1.1 million and $9.1 million of inventory write-downs for the three and nine months ended September 30, 2023, respectively.

Revenue Recognition—Our primary source of revenue is from sales of footwear and apparel products. We recognize revenue when control passes to the customer. This occurs at the time products are shipped to digital and third-party customers, and at the point of sale for retail customers, which is when our performance obligation is satisfied. For the three and nine months ended September 30, 2024, we recognized $1.1 million and $3.4 million of revenue that was deferred as of December 31, 2023, respectively. For the three and nine months ended September 30, 2023 we recognized $1.0 million and $3.0 million of revenue that was deferred as of December 31, 2022, respectively. As of September 30, 2024 and December 31, 2023, we had $0.0 million and $0.8 million in cash collections of purchases via our digital channel which had not yet shipped, respectively, and $3.6 million, for each period, in gift card liabilities included in deferred revenue in the condensed consolidated balance sheets. We had deferred revenue balances of $3.6 million and $4.6 million as of September 30, 2024 and December 31, 2023, respectively. The amounts as of September 30, 2024 are expected to be recognized over the next 12 months.

We record a reserve for estimated product returns, based upon historical return trends, in each reporting period as an offsetting decrease of net revenue, with an increase to our sales-refund reserve in accrued expenses. We have also recorded a related inventory returns receivable in prepaid expenses and other current assets, with an offsetting decrease to cost of revenue, as of September 30, 2024 and December 31, 2023 in the condensed consolidated balance sheets.

The following table disaggregates our net revenue by geographic area, where no individual foreign country contributed in excess of 10% of net revenue for the three and nine months ended September 30, 2024 and 2023. We recognized the following net revenue by geographic area based on the primary shipping address of the customer where the sale was made in our digital and third-party channels, and based on the physical store location where the sale was made at a retail store:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
United States	$	32,041	$	43,671	$	97,901	$	135,555
International	10,955		13,573		36,004		46,520
Total net revenue	$	42,996	$	57,244	$	133,905	$	182,075

Fair Value Measurements—Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. It clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Observable inputs, such as quoted prices in active markets

Level 2—Inputs other than the quoted prices in active markets that are observable either directly or indirectly

Level 3—Unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions.

This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. We record cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses at cost. The carrying values of these instruments approximate their fair value due to their short‐term maturities. We hold certain assets that are required to be measured at fair value on both a recurring and non-recurring basis, which are outlined in Note 5, Fair Value Measurements.

Impairment of Long-Lived Assets—We evaluate the recoverability of property and equipment, operating lease right-of-use assets, and identifiable intangible assets with definite lives (“long-lived assets) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When a triggering event occurs, a test for recoverability is performed, comparing projected undiscounted future cash flows to the carrying value of the asset group. If the carrying amount of an asset group exceeds its estimated undiscounted net future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value.

Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (asset group). We determined that our asset groupings are at the individual store level. The carrying amount of a store asset group includes stores’ operating lease right-of-use assets and property and equipment, which consists primarily of leasehold improvements. We evaluate corporate assets or other long-lived assets that are not store-specific at the consolidated level.

We determined that triggering events, including a current-period and history of operating cash flow losses, occurred during the third quarter of 2024 and required an impairment review of our long-lived assets. Based on the results of our analysis, we determined that impairment charges were not necessary for the three and nine months ended September 30, 2024.

Restructuring Charges—In the first quarter of 2023, we announced a strategic transformation plan designed to improve our revenue trend, as well as improve capital efficiency and drive profitability in the business. As part of

this effort, we have incurred professional fees, severance and other employee-related benefits, and other related charges which are included within restructuring expense in the condensed consolidated statements of operations and comprehensive loss.

The following tables present a roll-forward of our restructuring charges, which are included within accrued expenses and other current liabilities in the condensed consolidated balance sheets:


(in thousands)	Professional fees and other related charges		Severance and other employee-related benefits
Balance as of June 30, 2024	$	54	$	654
Charges	35		—
Cash Payments	—		(654)
Balance as of September 30, 2024	$	89	$	—


(in thousands)	Professional fees and other related charges		Severance and other employee-related benefits
Balance as of December 31, 2023	$	192	$	840
Charges	391		1,397
Cash Payments	(494)		(2,237)
Balance as of September 30, 2024	$	89	$	—

Emerging Growth Company—As an “emerging growth company,” the Jumpstart Our Business Startups Act, or JOBS Act, allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. For certain pronouncements, we have elected to use the adoption dates applicable to private companies. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

Smaller Reporting Company—We are currently a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act and therefore qualify for reduced disclosure requirements for smaller reporting companies.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The guidance is effective for our fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of the guidance in the first quarter of 2024 did not have a material impact on our condensed consolidated financial statements and related disclosures.

In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842) - Common Control Arrangements. This ASU addresses issues related to accounting for leases under common control arrangements. The standard will include an amendment to Topic 842 for all entities with leasehold improvements in common control arrangements to amortize leasehold improvements that it owns over the improvements’ useful life to the common control group if certain criteria are met. The amendments in this update are effective for reporting periods beginning after December 15, 2023, with early adoption permitted. The adoption of the guidance in the first quarter of 2024 did not have a material impact on our condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation

requirements of a variety of topics in the ASC in order to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. We are evaluating the potential impact of this guidance on our condensed consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amended disclosure requirements for segment reporting. The amendments in this ASU improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, amendments to enhance interim disclosure requirements and introduce additional details about the chief operating decision maker. These changes address certain investor concerns that disclosures over reportable segment expenses were limited. The amendments in this update are effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are evaluating the potential impact of this guidance on our condensed consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Tax (Topic 740): Improvements to Income Tax Disclosures, which amended disclosure requirements for income taxes. The primary changes from this update relate to improvements over income tax disclosures related to the rate reconciliation, income taxes paid and other disclosures. These changes help investors better 1) understand on an entity’s’ exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, with early adoption permitted. We are evaluating the potential impact of this guidance on our condensed consolidated financial statements and related disclosures.

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 3,540	$ 4,246	$ 15,775	$ 10,371
Right of use assets obtained in exchange for lease liabilities	0	24	0	8,480
Right of use assets given up for reduction of lease liabilities	$ (2,699)	$ 0	$ (15,417)	$ 0

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Disaggregation of Revenue


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
United States	$	32,041	$	43,671	$	97,901	$	135,555
International	10,955		13,573		36,004		46,520
Total net revenue	$	42,996	$	57,244	$	133,905	$	182,075

Schedule of Restructuring and Related Costs

The following tables present a roll-forward of our restructuring charges, which are included within accrued expenses and other current liabilities in the condensed consolidated balance sheets:


(in thousands)	Professional fees and other related charges		Severance and other employee-related benefits
Balance as of June 30, 2024	$	54	$	654
Charges	35		—
Cash Payments	—		(654)
Balance as of September 30, 2024	$	89	$	—


(in thousands)	Professional fees and other related charges		Severance and other employee-related benefits
Balance as of December 31, 2023	$	192	$	840
Charges	391		1,397
Cash Payments	(494)		(2,237)
Balance as of September 30, 2024	$	89	$	—

Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

We compute net loss per share using the two-class method required for participating securities and multiple classes of common stock. The two-class method requires net income or loss be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income or loss for the period had been distributed. The rights, including the liquidation and dividend rights and sharing of losses of the Class A common stock and Class B common stock are identical, other than voting, transfer, and conversion rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the

same for both Class A and Class B common stock on an individual or combined basis. In the current quarter, the number of common shares decreased as a result of the Reverse Stock Split, and as such, the computations of earnings per share were adjusted retroactively for all periods presented to reflect the change in capital structure.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share data)	2024		2023		2024		2023
Numerator:
Net loss attributable to common stockholders	$	(21,177)	$	(31,575)	$	(67,640)	$	(95,679)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	7,900,246		7,605,191		7,831,158		7,550,254
Net loss per share attributable to common stockholders, basic and diluted	$	(2.68)	$	(4.15)	$	(8.64)	$	(12.67)


	September 30, 2024	September 30, 2023
Outstanding stock options	582,342	737,155
2021 ESPP	1,954	2,185
RSUs	490,364	572,123
PSUs	45,873	26,255
Total anti-dilutive securities	1,120,533	1,337,718

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Payment Arrangement, Option, Activity

A summary of the status of the 2015 Plan and 2021 Plan as of December 31, 2023 and September 30, 2024, and changes during the nine month period ended September 30, 2024, is presented below:


	Options Outstanding
	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	662,499	$	72.00	6.50	$	927
Granted	—	—
Exercised	(1,251)	25.40			2
Forfeited	(7,559)	81.26
Cancelled	(71,096)	79.30
Outstanding at September 30, 2024	582,593	$	71.09	6.02	$	415
Vested and exercisable at September 30, 2024	434,848	$	77.97	5.28	$	415

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The following weighted average assumptions were used for issuances during the three and nine months ended September 30, 2023, for employees and non-employees:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023			2023
Risk-free interest rate	4.29	%		3.77	%
Dividend yield	—			—
Volatility	43.12	%		42.43	%
Expected lives (in years)	6.13			6.04

Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions


	Offering Period - May 3, 2024 to November 2, 2024		Offering Period - November 3, 2023 to May 2, 2024		Offering Period - May 3, 2023 to November 2, 2023
Risk-free interest rate	5.41	%	5.45	%	5.08	%
Dividend yield	—		—		—
Volatility	37.13	%	43.12	%	45.59	%
Expected lives (years)	0.5		0.5		0.5

Schedule of Share-based Payment Arrangement, Restricted Stock Unit, Activity

RSU activity during the nine months ended September 30, 2024 was as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value per Share
Unvested at December 31, 2023	513,205	$	38.60
Granted	212,508	13.47
Vested	(160,217)	41.94
Forfeited	(75,523)	41.63
Unvested at September 30, 2024	489,973	$	26.70

Schedule of Share-Based Payment Arrangement, Performance Shares, Activity

PSU activity during the nine months ended September 30, 2024 was as follows:


	Target Number of Shares	Weighted-Average Grant Date Fair Value per Share
Unvested at December 31, 2023	26,255	$	105.80
Granted	32,743	2.61
Vested	—	—
Forfeited	(13,128)	102.20
Unvested at September 30, 2024	45,870	$	33.17

Schedule of Stock-based Compensation Expense


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Stock-based compensation, net of amounts capitalized	$	2,620	$	4,690	$	8,893	$	15,662
Capitalized stock-based compensation	54		248		228		677
Total stock-based compensation	$	2,674	$	4,938	$	9,121	$	16,339

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive (Loss) Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022				4,838,437	2,656,886
Beginning balance at Dec. 31, 2022	$ 316,769			$ 1	$ 0	$ 559,106	$ (3,611)	$ (238,741)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					35,979
Exercise of stock options	156					156
Vesting of restricted stock units (in shares)				84,537
Issuance of common stock under employee stock purchase plan (in shares)				11,514
Issuance of common stock under employee stock purchase plan	233					233
Conversion of Class B shares into Class A common stock (in shares)				65,477	(65,477)
Stock-based compensation	16,339					16,339
Comprehensive income (loss)	(1,438)						(1,438)
Net loss	(95,679)							(95,679)
Ending balance (in shares) at Sep. 30, 2023				4,999,966	2,627,388
Ending balance at Sep. 30, 2023	236,379			$ 1	$ 0	575,833	(5,049)	(334,420)
Beginning balance (in shares) at Jun. 30, 2023				4,940,930	2,627,388
Beginning balance at Jun. 30, 2023	263,846			$ 1	$ 0	570,818	(4,143)	(302,844)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					20,299
Exercise of stock options	78					78
Vesting of restricted stock units (in shares)				38,737
Conversion of Class B shares into Class A common stock (in shares)				20,299	(20,299)
Stock-based compensation	4,938					4,938
Comprehensive income (loss)	(906)						(906)
Net loss	(31,575)							(31,575)
Ending balance (in shares) at Sep. 30, 2023				4,999,966	2,627,388
Ending balance at Sep. 30, 2023	236,379			$ 1	$ 0	575,833	(5,049)	(334,420)
Beginning balance (in shares) at Dec. 31, 2023		5,128,961	2,627,388	5,128,961	2,627,388
Beginning balance at Dec. 31, 2023	$ 185,329			$ 1	$ 0	579,862	(3,335)	(391,199)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	1,251				1,250
Exercise of stock options	$ 52					52
Vesting of restricted stock units (in shares)				160,181
Issuance of common stock under employee stock purchase plan (in shares)				12,245
Issuance of common stock under employee stock purchase plan	130					130
Conversion of Class B shares into Class A common stock (in shares)				86,273	(86,273)
Stock-based compensation	9,120					9,120
Comprehensive income (loss)	355						355
Net loss	(67,640)							(67,640)
Ending balance (in shares) at Sep. 30, 2024		5,387,660	2,542,365	5,387,660	2,542,365
Ending balance at Sep. 30, 2024	127,345			$ 1	$ 0	589,164	(2,981)	(458,839)
Beginning balance (in shares) at Jun. 30, 2024				5,340,904	2,542,365
Beginning balance at Jun. 30, 2024	143,969			$ 1	$ 0	586,490	(4,860)	(437,662)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted stock units (in shares)				46,756
Stock-based compensation	2,674					2,674
Comprehensive income (loss)	1,880						1,880
Net loss	(21,177)							(21,177)
Ending balance (in shares) at Sep. 30, 2024		5,387,660	2,542,365	5,387,660	2,542,365
Ending balance at Sep. 30, 2024	$ 127,345			$ 1	$ 0	$ 589,164	$ (2,981)	$ (458,839)

Balance Sheet Components

9 Months Ended

Sep. 30, 2024

Supplemental Balance Sheet Disclosures [Abstract]

Balance Sheet Components

Inventory

Inventory consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Finished goods	$	60,428	$	64,281
Reserve to reduce inventories to net realizable value	(2,969)		(6,518)
Total inventory	$	57,459	$	57,763

Property and Equipment - Net

Property and equipment consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Leasehold improvements	$	19,752	$	40,008
Furniture and fixtures	15,732		23,756
Internal-use software	30,300		29,367
Machinery and equipment	640		975
Computers and equipment	2,425		2,836
Total property and equipment - gross	68,849		96,942
Less: accumulated depreciation and amortization	(49,877)		(70,857)
Total property and equipment - net	$	18,972	$	26,085

Depreciation and amortization expense for the three and nine months ended September 30, 2024 was $2.9 million and $10.2 million, respectively, and was $5.2 million and $15.3 million for the three and nine months ended September 30, 2023, respectively, recognized as selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive loss.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Prepaid expenses	$	4,086	$	5,248
Inventory returns receivable	547		927
Security deposits	227		458
Taxes receivable	5,490		6,865
Other receivables	2,373		2,284
Restricted cash	848		641
Total prepaid expenses and other current assets	$	13,571	$	16,423

Other Assets

Other assets consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Investment in equity securities	$	2,000	$	2,000
Security deposits	1,611		3,564
Intangible assets	43		82
Debt issuance costs	—		8
Deferred tax assets	1,082		1,475
Total other assets	$	4,736	$	7,129

Investment in Equity Securities

On November 20, 2020, we entered into an agreement to make a minority equity investment of $2.0 million in Natural Fiber Welding, Inc. (“NFW”) in exchange for 201,207 shares of Series A-3 Preferred Stock. Our investment is carried at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Throughout the year, we assess whether impairment indicators exist to trigger the performance of an impairment analysis. There were no impairment charges or observable price changes for the three and nine months ended September 30, 2024.

On November 22, 2021, we made a $0.3 million investment in NoHo ESG, Inc. (“NoHo ESG”) via a simple agreement for future equity (“SAFE”). Our investment was carried at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. There were no impairment charges or observable price changes for the three months ended March 31, 2023. In April 2023, Noho ESG was dissolved. In accordance with the provisions of the SAFE, we were entitled to receive the entire amount of our investment. However, as a result of a shortfall of assets, we received a pro rata share of Noho ESG’s remaining assets, which included approximately $0.2 million in cash and rights to its intellectual property. Therefore, we recorded a realized loss on our investment of $0.1 million for the three and nine months ended September 30, 2023.

Accrued Expenses and Other Current Liabilities

Accrued expenses consisted of the following as of September 30, 2024 and December 31, 2023:


(in thousands)	September 30, 2024		December 31, 2023
Sales-refund reserve	$	1,818	$	3,370
Taxes payable	606		1,996
Employee-related liabilities	3,801		4,174
Accrued expenses	7,081		13,447
Total accrued expenses and other current liabilities	$	13,306	$	22,987

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Proceedings We are subject to various claims and legal proceedings that arise in the ordinary course of our business activities. Although the outcome of any legal proceedings cannot be predicted with certainty, as of September 30, 2024, our ultimate liability, if any, is not expected to have a material effect on our financial position or operations. On April 13, 2023, and on May 16, 2023, we and certain of our executive officers and directors were named as defendants in two substantially similar securities class action lawsuits, captioned Shnayder v. Allbirds, Inc., et al., Case No. 23-cv-01811-AMO and Delgado v. Allbirds, Inc., et al., Case No. 23-cv-02372-AMO, filed in the United States District Court for the Northern District of California. These lawsuits allege that we violated Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 and U.S. Securities and Exchange Commission Rule 10b-5, 17 C.F.R. § 240.10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Act of 1933 by making materially false and/or misleading statements about our business, operations and prospects. The plaintiffs seek damages in an unspecified amount. On July 25, 2023, the court entered an order consolidating the two cases, appointing lead plaintiffs, and approving lead plaintiffs’ selection of lead counsel. On September 15, 2023, lead plaintiffs filed a consolidated amended complaint against the same group of defendants and asserting the same claims. We filed a motion to dismiss the consolidated complaint, which the court granted on May 10, 2024, but provided plaintiffs leave to amend the complaint. An amended complaint was filed on June 24, 2024 and we filed a motion to dismiss on September 5, 2024. Full briefing on the motion is scheduled to be completed in early December 2024. We intend to vigorously defend against this lawsuit. On October 3, 2023, we and certain of our executive officers and directors were named as defendants in a shareholder derivative suit, captioned Park v. Zwillinger, et al., Case No. 23-cv-01092-CFC, filed in the United States District Court for the District of Delaware. This lawsuit alleges violations of Section 14(a) of the Exchange Act, contribution under Section 21D of the Exchange Act, breach of fiduciary duties, and aiding and abetting based on allegations that are substantially similar to those asserted in the securities class action. On October 13, 2023, we and certain of our past and current executive officers and directors were named as defendants in a substantially similar shareholder derivative suit, captioned Junker v. Zwillinger, et al., Case No. 23-cv-01152-CFC, filed in the United States District Court for the District of Delaware. This lawsuit alleges breach of fiduciary duties, unjust enrichment, violations of Section 10(b) of the Exchange Act, contribution under Section 11(f) of the Securities Act and Section 21D of the Exchange Act, and waste of corporate assets based on allegations that are substantially similar to those asserted in the securities class action. These cases are currently stayed pending the outcome of the Shnayder and Delgado cases. We intend to vigorously defend against these lawsuits.

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Items Measured at Fair Value on a Recurring Basis

Money Market Funds—We hold cash in a U.S. treasury securities money market fund. The funds are classified as cash and cash equivalents on our condensed consolidated balance sheet as of September 30, 2024 and December 31, 2023 and represent Level 1 assets on the fair value hierarchy.


	September 30, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	50,000	$	—	$	—	$	50,000
	$	50,000	$	—	$	—	$	50,000


	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	82,000	$	—	$	—	$	82,000
	$	82,000	$	—	$	—	$	82,000

Items Measured at Fair Value on a Non-Recurring Basis

Equity Investments—Our equity investment in NFW represents a non-marketable equity security in a privately held company that does not have a readily determinable fair value and is accounted for under the measurement alternative in ASC 321. The investment is accounted for at cost and adjusted based on observable price changes from orderly transactions for identical or similar investments of the same issuer or impairment. During the three and nine months ended September 30, 2024 and 2023, there were no observable price changes or impairments for our NFW investment. The carrying value of our investment was $2.0 million as of September 30, 2024 and December 31, 2023.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details