{"url_path":"/sec/ater/8-k/2026-07-20/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1757715/0001437749-26-023879-index.html","accession_number":"0001437749-26-023879","cik":"0001757715","ticker":"ATER","issuer_name":"Aterian, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1757715/0001437749-26-023879-index.html","primary_entity_key":"0001757715","primary_entity_name":"Aterian, Inc."},"word_count":737,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n*Change in Chief Executive Officer and Transition Services*\n\n \n\nAs previously announced, pursuant to the terms of the Securities Purchase Agreement, the Board agreed to appoint Lazar as the sole Chief Executive Officer of the Company promptly following the Second SPA Closing. Accordingly, on July 17, 2026, Lazar was appointed as the Chief Executive Officer of the Company.\n\n \n\nIn connection with Lazar’s appointment, Arturo Rodriguez’s position as the Company’s Chief Executive Officer terminated. However, on July 16, 2026, Mr. Rodriguez and the Company entered into a Transition and Separation Agreement (the “***Rodriguez Agreement***”), pursuant to which Mr. Rodriguez agreed to provide services to the Company as a non-executive employee to help ensure a smooth transition. Pursuant to the Rodriguez Agreement, Mr. Rodriguez will remain with the Company through September 30, 2026, at which time his employment with the Company will terminate and such termination of employment will be treated as a “Change in Control Qualifying Termination,” as such term is defined in the Company’s Executive Severance Plan (the “***Severance Plan***”), and he will be entitled to receive the severance benefits described in Section IV.02 thereof.\n\n \n\nMr. Rodriguez will remain as a member of the Board and will serve as a member of the Special Committee of the Board (the “***Special Committee***”)****responsible for overseeing the Dividend.\n\n \n\nIn addition, on July 16, 2026, Joshua Feldman, the Company’s Chief Financial Officer, and the Company entered into a Transition and Separation Agreement (the “***Feldman Agreement***”), pursuant to which Mr. Feldman agreed to remain with the Company as its Chief Financial Officer through September 4, 2026. Pursuant to the Feldman Agreement, at such time his employment with the Company will terminate and such termination of employment will be treated as a “Change in Control Qualifying Termination,” as such term is defined in the Severance Plan and he will be entitled to receive the severance benefits described in Section IV.02 thereof.\n\n \n\n*Resignation of Directors*\n\n \n\nOn July 17, 2026, immediately following receipt of stockholder approval at the Special Meeting, Bari A. Harlam and Susan Lattmann resigned from the Board (the “***Board Resignations***”). None of the members of the Board who resigned in connection with the Board Resignations did so as a result of any disagreements with the Company on policies or operations. Ms. Harlam was a member of the Audit Committee of the Board (the “***Audit Committee***”) and the chairperson of the Compensation Committee of the Board (the “***Compensation Committee***”). Ms. Lattmann was the chairperson of the Audit Committee and a member of the Compensation Committee. William Kurtz and Mr. Rodriguez will remain on the Board and serve as members of the Special Committee responsible for overseeing the Dividend.\n\n \n\n*New Directors*\n\n \n\nOn July 17, 2026, pursuant to Lazar’s right to nominate four directors at the Special Meeting, (i) Avraham Ben-Tzi was nominated and elected to the Board as a Class II director to serve until the 2027 annual meeting of stockholders or until his successor has been duly elected and qualified, and (ii) David Natan was nominated and elected to the Board as a Class III director to serve until the 2028 annual meeting of stockholders or until his successor has been duly elected and qualified (together, the “***Lazar Nominees***”). Although Lazar has the right to designate four director nominees, Lazar chose to nominate only two designees for election at the Special Meeting. Lazar may nominate the other two directors at a later time at his discretion.\n\n \n\nMr. Natan and Mr. Ben-Tzi will join the Audit Committee with Mr. Kurtz acting as Audit Committee Chair. In connection with their election to the Board and appointment to the Audit Committee, the Board has determined that Mr. Natan and Mr. Ben-Tzi satisfy the definition of “independent director” and the heightened independence standards for service on the Audit Committee under The Nasdaq Stock Market LLC (“***Nasdaq***”) listing standards. Mr. Natan and Mr. Ben-Tzi will join the Compensation Committee of the Board with Mr. Natan acting as Compensation Committee Chair.\n\n \n\n \n\n*Acceleration of Restricted Stock Awards*\n\n \n\nIn connection with the closing of the Aterian Transactions, the Board approved the acceleration of the vesting of 438,350 and 249,713 restricted stock awards (the “***RSAs***”) previously awarded to Mr. Rodriguez and Mr. Feldman, respectively, under the Company’s 2022 Inducement Equity Incentive Plan, as amended. Such RSAs became fully vested on July 17, 2026."}