Regulation FD Disclosure (Form 8-K)

Item 7.01. Regulation FD Disclosure.

As previously announced by Aterian, Inc. (the "Company" or "Aterian"), the Company entered into (i) an Asset Purchase Agreement (the "Asset Purchase Agreement") with Trademark Global, LLC ("Trademark Global"), pursuant to which Trademark Global agreed to acquire substantially all assets of the Company used in its consumer products business, including certain of its marquee brands, and to assume certain related liabilities (the "Asset Sale"), and (ii) a Securities Purchase Agreement (the "Securities Purchase Agreement") with David E. Lazar ("Lazar"), pursuant to which Lazar agreed to purchase from the Company 1,750,000 shares of Series AA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share, of the Company and 1,750,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share (collectively, the "Preferred Stock"), of the Company (the "Investment Transaction").

In connection with the Asset Sale and the Investment Transaction, on June 25, 2026, the board of directors (the "Board") of the Company declared a dividend (the "Dividend") in the form of contingent value rights (each, a "CVR") to record holders of the following Company securities as of the close of business on July 8, 2026 (the "Record Date"): (i) the Company's common stock, par value $0.0001 per share (such stock, the "Company Common Stock" and such record holders, the "Record Common Holders") and (ii) certain warrants to purchase Company Common Stock that have not been exercised and settled prior to the Record Date (and which have the right to participate in the Dividend pursuant to the terms of their respective warrants) (such warrants, the "Participating Warrants" and such record holders, the "Record Warrant Holders" and together with the Record Common Holders, the "Record Holders").

The Record Date for the Dividend may be changed by the Board (or authorized committee thereof) for any reason at any time prior to the actual payment date, and payment of the Dividend is conditioned upon the Board (or authorized committee thereof) having not revoked the Dividend prior to the payment date, including due to a material change in the solvency or surplus analysis presented to the Board. Subject to the right of the Board (or authorized committee thereof) to change the Record Date, the payment date for the Dividend will be determined by subsequent resolutions of the Board (or authorized committee thereof), which payment date will be within 60 days following the Record Date and in any event not later than September 4, 2026 (such date as determined by the Board or authorized committee thereof, the "Payment Date"). The Dividend shall be made on the basis of one CVR for each share of Company Common Stock held by each Record Holder or issuable to such Record Holder upon exercise of the Participating Warrants, in each case, as of the Record Date; provided, for the avoidance of doubt, that no shares of Preferred Stock shall entitle any holder thereof to receive any CVR or participate in the Dividend and the holder of Preferred Stock has waived all such rights as set forth in the Securities Purchase Agreement.

As previously disclosed in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on June 9, 2026, as supplemented to date, the Company anticipates that, in addition to the net proceeds from the Asset Sale and Investment Transaction, it may receive cash or other proceeds, if any, (i) from sales of inventory not purchased by Trademark Global and collections on outstanding receivables which the Company will collect in the ordinary course following the closing of the Asset Sale, (ii) in connection with or as the result of any tax or other refunds, credits, rebates, drawbacks, claims for recovery or causes of action relating to any anti-dumping actions, international tariffs, sanctions, trade policies or disputes, customs duties or any "trade war" or similar actions in the United States or any other country or region in the world, in each case in respect of any period prior to the second closing under the Securities Purchase Agreement (the "Second SPA Closing"), (iii) in connection with or as a result of the release of any restricted cash or import bond held by the Company at or prior to the Second SPA Closing, (iv) in connection with or as a result of the release of any amounts held in escrow for the benefit of the Company and/or any of its equityholders in connection with the Asset Sale or in respect of any other transaction occurring at or prior to the Second SPA Closing, (v) from reserves held with respect to certain Specified Liabilities (as defined below), and (vi) from the sale of certain real property, the Company's 4th & Heart investment and any remaining brands or brand-related assets not purchased by Trademark Global. The Company intends to make distributions to its stockholders of a portion of its remaining available cash and such proceeds via the CVR. The exact timing and amounts of such distributions are unknown at this time and would be subject to the closing of the Asset Sale and the Investment Transaction, following receipt of the necessary stockholder approvals in connection with such transactions.

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There can be no assurance as to the timing and amount of the distributions via the CVR because there are many factors, some of which are outside of the Company's control, that could affect its ability to make such payments in the future. For example: (i) the cash consideration from the Asset Sale of $18,000,000 is subject to certain adjustments as set forth in the Asset Purchase Agreement. Accordingly, the net proceeds from the Asset Sale, after accounting for any net working capital adjustment, the Company's satisfaction of certain indebtedness collateralized by the assets subject to the Asset Sale, and the Company's obligations to pay legal, financial advisory, and other costs and expenses incurred, or required to be paid or satisfied, in connection with the Asset Sale, are subject to substantial uncertainty and may be materially less than that amount; (ii) the Company may have unforeseen liabilities and expenses that must be satisfied from the after-tax net proceeds of the Asset Sale and may not realize the expected revenue from sales of its remaining inventory or collections on outstanding receivables; and (iii) pursuant to the Securities Purchase Agreement, the Company is required to set aside from any remaining proceeds from the Asset Sale (A) $1,000,000 with respect to ongoing Company operational costs and expenses and (B) an aggregate amount not to exceed $6,000,000 (the "Additional Reserves") with respect to certain existing or potential obligations of the Company (the "Specified Liabilities"), and thereafter the remaining proceeds may be used to make distributions under the CVR. However, by way of example, the net amount expected to be available for distribution to stockholders as a result of the proceeds from the Asset Sale and the Investment Transaction is between approximately $10.6 million and $14.2 million, or approximately $0.85 to $1.14 per share. There can be no assurance that the Additional Reserves will be sufficient to satisfy the Specified Liabilities. Any decrease in the amount available for distribution to the Company's stockholders under the CVR as a result of the foregoing factors or otherwise will reduce the expected range of the Dividend and may not be within the range currently anticipated to be distributed.

The information under this Item 7.01 of this Current Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.