{"filing":{"accession_number":"0001437749-26-031486","cik":"0001757715","ticker":"ATER","company_name":"Aterian, Inc.","form":"8-K","filing_date":"2026-09-29","report_date":"2026-09-23","primary_document":"ater20260929_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1757715/000143774926031486/ater20260929_8k.htm"},"events":[{"id":35849,"run_id":33038,"accession_number":"0001437749-26-031486","anchor_item_number":"5.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"David E. Lazar sold his Series AA and Series AAA Preferred Shares (convertible into 241.9 million common shares) to multiple purchasers on September 25, 2026, resulting in a change of control and material restructuring of the company's capitalization and ownership structure. Lazar's ownership was reduced from potential control to 3.1%, with no single purchaser exceeding 9.99% ownership.","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":40055,"accession_number":"0001437749-26-031486","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 5.01 discloses a change in control of Aterian triggered by David E. Lazar's sale of his Series AA and Series AAA Preferred Shares (convertible into 241.9 million common shares) to multiple purchasers on September 25, 2026. The transaction resulted in Lazar's reduction from potential control to 3.1% ownership, with no single purchaser exceeding 9.99% ownership. While technically a \"change in control\" Item 5.01 filing, the substance is a material restructuring of the company's capitalization and ownership structure through a secondary sale of convertible preferred stock, which constitutes material M\u0026A-related activity affecting control and governance (evidenced by the concurrent board changes: resignation of Avraham Ben-Tzvi and appointment of William H. Crampton).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:26:43.178529+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35850,"run_id":33038,"accession_number":"0001437749-26-031486","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"William H. Crampton was appointed as a director and member of the Audit and Compensation Committees on September 25, 2026, and received an equity grant of 301,205 restricted shares. The appointment represents a material change in board composition and governance structure.","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":40056,"accession_number":"0001437749-26-031486","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.02 disclosure centers on the appointment of William H. Crampton as a director and committee member on September 25, 2026, along with a concurrent equity grant of 301,205 restricted shares. While the section also discloses the resignation of Avraham Ben-Tzvi and a retention bonus for David E. Lazar, the principal action is Crampton's appointment to the Board and Audit/Compensation Committees, making exec_appointment the most salient event type. The appointment is material as it represents a change in board composition and governance structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:26:43.178529+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35851,"run_id":33038,"accession_number":"0001437749-26-031486","anchor_item_number":"8.01","event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"The Company announced a cash distribution of approximately $0.9936 per contingent value right (CVR) to be paid on or about October 2, 2026, triggered by Proceeds Events under the CVR Agreement (asset sale and securities purchase agreement closing).","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":40057,"accession_number":"0001437749-26-031486","item_number":"8.01","item_title":"Other Events.","event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company issued a formal notice on September 28, 2026, announcing a cash payment of approximately $0.9936 per contingent value right (CVR) to be distributed on or about October 2, 2026. This constitutes a distribution of value to security holders pursuant to the CVR Agreement, triggered by Proceeds Events (asset sale and securities purchase agreement closing). While CVRs are a specialized instrument, the substance of this disclosure is a cash distribution to holders, fitting the dividend_distribution category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:26:43.178529+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":40055,"accession_number":"0001437749-26-031486","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 5.01 discloses a change in control of Aterian triggered by David E. Lazar's sale of his Series AA and Series AAA Preferred Shares (convertible into 241.9 million common shares) to multiple purchasers on September 25, 2026. The transaction resulted in Lazar's reduction from potential control to 3.1% ownership, with no single purchaser exceeding 9.99% ownership. While technically a \"change in control\" Item 5.01 filing, the substance is a material restructuring of the company's capitalization and ownership structure through a secondary sale of convertible preferred stock, which constitutes material M\u0026A-related activity affecting control and governance (evidenced by the concurrent board changes: resignation of Avraham Ben-Tzvi and appointment of William H. Crampton).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:26:43.178529+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-09-29"},{"id":40056,"accession_number":"0001437749-26-031486","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.02 disclosure centers on the appointment of William H. Crampton as a director and committee member on September 25, 2026, along with a concurrent equity grant of 301,205 restricted shares. While the section also discloses the resignation of Avraham Ben-Tzvi and a retention bonus for David E. Lazar, the principal action is Crampton's appointment to the Board and Audit/Compensation Committees, making exec_appointment the most salient event type. The appointment is material as it represents a change in board composition and governance structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:26:43.178529+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-09-29"},{"id":40057,"accession_number":"0001437749-26-031486","item_number":"8.01","item_title":"Other Events.","event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company issued a formal notice on September 28, 2026, announcing a cash payment of approximately $0.9936 per contingent value right (CVR) to be distributed on or about October 2, 2026. This constitutes a distribution of value to security holders pursuant to the CVR Agreement, triggered by Proceeds Events (asset sale and securities purchase agreement closing). While CVRs are a specialized instrument, the substance of this disclosure is a cash distribution to holders, fitting the dividend_distribution category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T21:26:43.178529+00:00","company_name":"Aterian, Inc.","ticker":"ATER","filing_date":"2026-09-29"}]}