Aterian, Inc. Announces Amendment No. 5 to Credit and Security Agreement

Key Highlights:

• Aterian, Inc. (Nasdaq: ATER) has entered into Amendment No. 5 to its Credit and Security Agreement with Midcap Funding IV Trust, administered by Apollo Capital Management, L.P., effective March 13, 2026.
• This amendment involves the Company and certain subsidiaries as borrowers, and may have implications for its liquidity, debt covenants, and operational flexibility.
• The amendment may impact future financial results, covenants, and shareholder value depending on specific terms and conditions.

Details of the Amendment

On March 13, 2026, Aterian, Inc. (the “Company”) executed Amendment No. 5 (the “Amendment”) to its existing Credit and Security Agreement, originally dated December 22, 2021, with Midcap Funding IV Trust as the administrative agent and lender, along with certain subsidiaries of Aterian as borrowers.

Key provisions include:

• The Amendment impacts the Company’s credit facility, which is essential for its working capital and operational requirements.
• Aterian has the option to extend certain reductions under the credit facility on a weekly basis through May 9, 2026, provided it complies with specific fee payment obligations.
• The Amendment specifies that capitalized terms not otherwise defined shall have the meanings ascribed in the original Credit Agreement.

Potential Impact on Shareholders and Share Price Sensitivity

This development is significant for shareholders for several reasons:

• Financial Flexibility: Amendments to credit agreements can directly impact a company’s liquidity and its ability to invest in growth initiatives or manage its operations efficiently.
• Debt Covenants: The amendment may alter or reaffirm certain financial covenants (such as minimum liquidity requirements, EBITDA targets, or leverage ratios) that, if breached, could have material adverse effects on the Company’s financial position and share value.
• Interest Rates and Fees: The “Applicable Margin” on the facility is set at 5.50%, which could affect future interest expenses and net income.
• Shareholder Returns: The agreement contains restrictions on restricted distributions, share buybacks, and dividend payments. Notably, there are limitations on the aggregate cash amount for stock repurchases during specified periods (e.g., \$1.5 million for the 2025 and 2026 Repurchase Periods with certain carryover provisions), which may influence capital allocation strategies and investor returns.
• Acquisition and Investment Conditions: Any acquisitions or investments under the facility may require pro forma compliance with financial covenants, impacting the company’s M&A strategy.
• Potential for Price Sensitivity: Material amendments to credit facilities often affect investor sentiment and can lead to share price movement, especially if they improve or restrict financial flexibility.

Other Noteworthy Provisions

• The agreement includes detailed definitions for EBITDA, allowable add-backs (including non-cash items, stock-based compensation, fair value adjustments, restructuring expenses, etc.), and outlines specific “Permitted Investments” and “Permitted Debt.”
• There are restrictions on new debt issuance, additional liens, mergers, asset sales, and affiliate transactions, all of which are routine in credit agreements but critical for shareholder understanding of operational limits.
• The document confirms that, as of the date of the filing, Aterian is not an “emerging growth company” for the purposes of SEC reporting.

Corporate Governance and Signatories

The report is signed by Arturo Rodriguez, Chief Executive Officer of Aterian, Inc., reflecting the Company’s senior management’s commitment and responsibility for the contents and implications of the amendment.

Conclusion

The execution of Amendment No. 5 to Aterian’s Credit and Security Agreement is a potentially significant event for investors. It may affect the Company’s liquidity, capital allocation (including stock repurchases and dividends), compliance obligations, and financial flexibility—any of which could influence the Company’s share price. Investors should monitor further disclosures from Aterian, Inc. regarding the practical impacts of this amendment on its financial results and strategic initiatives.

Disclaimer: This summary is for informational purposes only and does not constitute investment advice. Investors should review the complete Form 8-K and related exhibits for full details and consult their own financial advisor before making investment decisions.

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