Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Lazar David E. 2. Issuer Name and Ticker or Trading Symbol Aterian, Inc. [ATER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) __X__ Other (specify below) Chief Executive Officer / Former 10% Owner (Last) (First) (Middle) PH THE TOWERS, TOWER, 100, APT 44, WINSTON CHURCHILL 3. Date of Earliest Transaction (Month/Day/Year) 09/24/2026 (Street) PANAMA CITY 07196 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/24/2026 C 1,300,530 A $ 0 (1) 8,038,030 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series AAA Convertible Non-Redeemable Preferred Stock

$0.0148

09/25/2026

S

1,750,000

07/17/2026

(2)

Common Stock

236,425,000

$6.703(3)

0

D

Series AA Convertible Non-Redeemable Preferred Stock

$0.2597

09/25/2026

S

706,100

07/17/2026

(2)

Common Stock

5,436,970

$0.382(3)

0

D

Series AA Convertible Non-Redeemable Preferred Stock

$ 0 (1)

09/24/2026

C

168,900

07/17/2026

(2)

Common Stock

1,300,530

$ 0

706,100

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Lazar David E. PH THE TOWERS, TOWER 100, APT 44, WINSTON CHURCHILL PANAMA CITY 07196	X		Chief Executive Officer	Former 10% Owner

Signatures

/s/ David E. Lazar		09/29/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On September 25, 2026, the Reporting Person converted 168,900 shares of the Series AA Convertible Non-Redeemable Preferred Stock (the "Series AA Preferred Shares") for no additional consideration.
(2)	Each of the Series AA Preferred Shares and the Series AAA Convertible Non-Redeemable Preferred Stock (the "Series AAA Preferred Shares") are perpetual and therefore have no expiration date.
(3)	On September 25, 2026, the Reporting Person sold 706,100 Series AA Preferred Shares and 1,750,000 Series AAA Preferred Shares to multiple purchasers for an aggregate purchase price of $12,000,000, pursuant to a Securities Purchase Agreement. The aggregate purchase price was not allocated between the Series AA Preferred Shares and the Series AAA Preferred Shares in the Securities Purchase Agreement; the per-share prices reported reflect an allocation of the aggregate purchase price between the two series pro rata based on the number of shares of Common Stock underlying each series.

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