SCHEDULE: Strategic Advisor Andrew Bressman Boosts Atlantic International Stake to 11.1%

Strategic Advisor Andrew Bressman has increased his beneficial ownership in Atlantic International Corp. to 11.1% following recent stock awards and RSU exercises.

Summary

• Andrew Bressman, Strategic Advisor to Atlantic International Corp., now beneficially owns 6,503,971 shares of common stock.
• This represents 11.1% of the Issuer's outstanding common stock, based on 58,375,488 shares issued and outstanding as of August 11, 2025.
• His holdings include 2,436,000 shares received pursuant to the Merger Agreement related to Lyneer Investments, LLC becoming a wholly-owned subsidiary on June 18, 2024.
• He exercised Restricted Stock Units (RSUs) for 3,484,571 shares, which were awarded on November 21, 2024, under his Consulting Agreement.
• An additional 1,000,000 shares of Common Stock were awarded to Mr. Bressman by the Board of Directors on August 11, 2025, following a review of equity compensation.
• On August 11, 2025, 583,000 shares were issued to Mr. Bressman.
• Mr. Bressman assigned 417,000 shares to his adult children and others as gifts, disclaiming any beneficial ownership of these shares.

Sentiment

Score: 7

Explanation: The filing indicates a significant increase in insider ownership by a strategic advisor, which is generally viewed positively as it aligns management's interests with shareholders. It's a routine disclosure of pre-planned equity compensation and merger-related share issuance, without any negative surprises.

Positives

• Increased insider ownership by a Strategic Advisor, Andrew Bressman, to 11.1% of the company's common stock, which can signal confidence in the company's future.
• The equity awards reflect the company's commitment to retaining and incentivizing key strategic personnel through stock-based compensation.
• The underlying acquisition of Lyneer Investments, LLC, which brought Mr. Bressman into his advisory role, was completed on June 18, 2024, indicating strategic growth.

Future Outlook

The Reporting Person does not have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, indicating no immediate plans for major corporate changes or transactions beyond his current role.

Management Comments

• Andrew Bressman's principal business is to serve as Strategic Adviser to the Issuer, under a Consulting Agreement dated June 18, 2024, with SAB Management LLC, of which Mr. Bressman is Manager.
• The Reporting Person received the securities in consideration of the Merger Agreement and his Consulting Agreement.

Industry Context

This filing is a standard disclosure of a significant insider stake, often observed after mergers or as part of equity compensation plans. It reflects a company's strategy to align management interests with shareholder value through stock awards, a common practice across various industries.

Management Changes

Corporate Governance

Legal Proceedings

• The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.
• The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

Related Party Transactions

• Consulting Agreement between the Issuer and SAB Management LLC, of which Mr. Bressman is Manager, for his services as Strategic Advisor.
• Assignment of 417,000 shares by Mr. Bressman to his adult children and others as gifts.

Stakeholder Impact

• Shareholders: Increased insider ownership may signal confidence in the company's future, potentially aligning management incentives with shareholder returns.
• Management: Andrew Bressman's significant equity stake further aligns his financial interests with the long-term success of Atlantic International Corp.

Next Steps

• Continued service of Andrew Bressman as Strategic Advisor to Atlantic International Corp.
• Ongoing compliance with SEC reporting requirements for beneficial ownership changes.

Key Dates

Recommendation

This filing primarily reports a change in beneficial ownership due to pre-arranged equity compensation and a merger. While increased insider ownership can be a positive signal, this specific filing does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. It confirms the strategic advisor's vested interest, which is generally a neutral to slightly positive factor. Investors should 'hold' and await further operational updates or financial results for a more comprehensive investment decision.

Keywords

Atlantic International Corp, Andrew Bressman, Schedule 13D, beneficial ownership, common stock, equity compensation, strategic advisor, Lyneer Investments, IDC Technologies