When Allbirds said on Monday it would be acquired by American Exchange Group for $39 million, the transaction with the brand management firm said a lot about the shoe company’s extreme distress.
“Accounting for intraday declines, the company’s market capitalization sits below its cash balance, while shares trade at approximately 0.1 times our 2026 sales estimate, for which we have limited visibility,” noted William Blair analyst Dylan Carden.
The annual report for Allbirds, filed Tuesday with the Securities and Exchange Commission, said the company isn’t profitable and that it has “incurred significant losses since inception” in 2015. The filing also noted “substantial doubt” about the company’s ability to continue as a going concern. According to public filings, net losses at one point reached a high of $152.5 million in 2023, on revenues of $254.1 million. In 2025, the net losses totaled $77.3 million, but the net revenues for the year fell to $152.5 million.
Gil Harrison, an investment banker for 47 years — he founded boutique investment firm Financo is now a consultant at Harrison Group — said struggling brands often don’t have much of an operation left, leaving them with a big problem. Without any ability to project forward-looking growth, there’s little to no interest from either the strategic or financial buyers.
That means if that if the brand had a decent following as was the case with Allbirds, the limited pool of buyers that might venture forth to kick the tires just for the intellectual property (IP) assets are essentially a group known as brand management firms. Brand management firms have been active in the shoe market in early 2026 after mergers and acquisitions in general heated up in the space last year.
In 2025, the industry saw Skechers engineer the biggest footwear buyout in history with its $9 billion go-private deal with 3G Capital. And Dick’s Sporting Goods shook up the athletic landscape with its move to buy rival Foot Locker for $2.4 billion. Both deals closed last year.
And among the brands, Caleres acquired Tapestry’s Stuart Weitzman brand for $105 million last August. Last year also saw company founder and majority stakeholder Giuseppe Zanotti buy back the 30 percent stake in his namesake brand from L Catterton. Golden Goose ended 2025 with a new owner as international venture capital and private equity firm HSG acquired a majority stake in the business, as did Philippe Model Paris, which saw Italian fashion group Swinger International taking control of the sneaker brand.
Dealmaking continued into 2026. The year began with Marubeni Consumer Platform US acquiring Jacobson Group, the owner of footwear brands that include Gola. RG Barry’s CEO Bob Mullaney — a brand owned by Marubeni and is best known for its slippers — is building a framework for a shoe platform aimed at expansion. As for future Marubeni deals that would be integrated into the shoe platform, Mullaney said: “We’re definitely not done.”
Other deals earlier this year include Next Plc acquiring British footwear brand Russell & Bromley for 2.5 million pounds, Anta Sports scooping up a 29 percent stake in Puma in a $1.8 billion deal, and the brand management arm of Gordon Brothers snapping up shoe brand LK Bennett. Both Russell & Bromley and LK Bennett were acquired while the brands were in administration, the U.K. equivalent of a bankruptcy in the U.S. Gordon Brothers also acquired the intellectual property (IP) of the assets of the Chinese Laundry brand, which includes the labels Chinese Laundry, Dirty Laundry, CL by Laundry and 42 Gold.
The American Exchange deal for Allbirds is the latest deal this year. Executives at American Exchange did not respond to a query regarding the planned purchase of Allbirds. The brand management firm’s shoe portfolio, owned and licensed, include Aerosoles, Born, Cliffs by White Mountain, White Mountain, and Island Surf, among others.
Brand management firms, including Gordon Brothers, aren’t new to the equation, but the company has been increasing its focus on footwear.
While it’s best known as a liquidator, the company’s brands department has been around since before 2016 with investments in Polaroid and The Sharper Image. It went on to acquire the intellectual property assets of Laura Ashley, which was later sold to Marquee Brands, and Nicole Miller, which Gordon Brothers still owns.
While American Exchange Group and Gordon Brothers are edging in on smaller deals, Authentic Brands Group — which is named as a potential suitor for almost any big brand on the block — has an even larger shoe platform, which includes Reebok, Nine West, Frye, Sperry, Hunter, Rockport, Airwalk, Tretorn, Bandolino, and Tapout, among other labels.
Other brand management firms with a presence in fashion include Iconix International, which owns the IP for Candie’s, Pony, and Hoodrich. Its skate brand Zoo York has a range of product categories that include shoes.
Harrison noted that the IP purchases by these brand management firms aren’t without risk. “These firms license out the footwear brand. Licenses have minimum guarantees. The question for me is what happens if the sales don’t materialize and the minimum guarantees aren’t met. How is the license structured? Is there a default? Who gets the brand back?” the investment banking consultant said.
In the case of Allbirds, which is expected to close in the second quarter pending shareholder approval, the plan is for a winding down of the public company. The sneaker brand completed its initial public offering in November 2021, and eventually hit a valuation of $4.1 billion before a series of missteps contributed to its reversal in fortunes.
As is the case with many digitally native brands operating as fashion-tech firms, Allbirds’ ownership structure might have contributed to its subsequent sale to a brand management firm interested only in licensing out the IP. Allbirds went public at a time when fashion-tech executives were able to retain control of the companies they founded.
The ownership structure consisted of two tiers of stock. Class A common stock and Class B shares reserved for the founders. The big difference in Class B shares is that each one has 10-times the voting power of a Class A share. The dual structure ensures that the founders are in firm control of the company.
Company founders Tim Brown, a former New Zealand professional soccer player, and Joey Zwillinger, a biotech engineer, grabbed the market’s attention with its Wool Runner, a shoe crafted from merino wool and recycled plastic shoelaces and a proprietary sugarcane-based SweetFoam midsole that gave the shoe a lightweight and bouncy feel. As founders, they own the Class B shares and the sizable amount of voting control.
Zwillinger was succeeded as CEO in March 2024 by Joe Vernachio, the company’s chief operating officer. Zwillinger retained his board seat even after stepping down from the CEO role. Brown stepped down as co-CEO a year earlier in May 2023 and shifted to the role of chief innovation officer. The belief is that they retained their Class B shares.
In the company’s annual report, Form 10-K that was filed on Monday, Allbirds included boilerplate language about the dual class common stock structure.
“Since the beginning of our history, our founders have been singularly focused on building a sustainable business that demonstrates profitable growth because it is sustainable. This is also true for the stockholders who have partnered with us since the early stages of our journey,” the company said. “We have prioritized protecting the ability of our founders and our early financial partners to continue driving that vision by implementing a dual class common stock structure that is designed to allow for a thoughtful calibration of long-term objectives with short-term demands.”
Without that tight grip, a floundering brand might have been pushed to sell the company sooner rather than later. The advantage would have meant potentially a better return to shareholders at an earlier stage of a downward cycle. The lack of that tight control also could have ensured a sale earlier in the Allbirds timeline when a buyer might have had a better shot at effecting a successful turnaround of the brand.
“When you give founders a 10-to-1 voting advantage, you are fundamentally agreeing to prioritize found autonomy over immediate shareholder liquidity. It’s a calculated risk,” said Jared Brenner, partner at the law firm Stubbs Alderton & Markiles, LLP. “While a Class A structure might have allowed investors to force a sale earlier, the dual-class structure did exactly what it was engineered to do: give the founders the absolute final sale, for better or worse.”
