Major BranchOut Food (NASDAQ: BOF) holder sells shares and amends convertible note terms

Rhea-AI Filing Summary

BranchOut Food Inc. major shareholder Kaufman Kapital LLC sold 1,189,676 shares of Common Stock at $3.06 per share in a single privately negotiated block trade to an institutional buyer. After this sale, Kaufman Kapital LLC holds 500,000 shares, all acquired by exercising a $1.50 warrant on May 7, 2026, and these remaining shares have not yet been registered for resale.

The filing also describes updated terms of a Convertible Note held indirectly through Kaufman Kapital LLC. The note’s maturity date was extended from December 31, 2026 to December 31, 2027, and its interest rate was reduced from 12% to 8% per year from May 7, 2026 onward.

The company may not prepay more than $2,400,000 of principal on this note before September 30, 2027 without the holder’s consent. A 9.99% beneficial ownership limitation now restricts conversions so the holder cannot convert if that would push its ownership above 9.99% of outstanding shares. The conversion price remains $0.7582 per share, and the note became convertible on October 14, 2024 following shareholder approval.

Insights

Equity & credit structure analyst

Large block sale by a major holder plus more creditor‑friendly note terms.

Kaufman Kapital LLC, a major BranchOut Food holder associated with Daniel L. Kaufman, sold 1,189,676 shares at $3.06 in a privately negotiated block. It still holds 500,000 unregistered shares acquired via a $1.50 warrant exercise, so it retains meaningful exposure.

The Convertible Note terms were adjusted: maturity pushed to December 31, 2027, interest cut from 12% to 8% from May 7, 2026, and prepayment above $2,400,000 before September 30, 2027 now requires holder consent. A 9.99% beneficial ownership cap on conversions limits how much equity can be issued at once while preserving the conversion price at $0.7582 per share.

These changes stabilize the debt by extending its life and lowering its cost, while also constraining equity issuance through the ownership cap. Future company filings may clarify how often the holder converts or the company prepays within these new limits.

Insider Trade Summary

Net Seller: 1,189,676 shares ($3,640,409)

Net Sell 2 txns

Insider Kaufman Daniel Louis, Kaufman Kapital LLC

Role null | null

Sold 1,189,676 shs ($3.64M)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,189,676	$3.06	$3.64M
holding	Conv. Note (as amended)	--	--	--

Holdings After Transaction: Common Stock — 500,000 shares (Indirect, By Kaufman Kapital LLC); Conv. Note (as amended) — 0 shares (Indirect, By Kaufman Kapital LLC)

Footnotes (1)

1. The shares reported on this line were sold in a single privately negotiated block transaction at a price of $3.06 per share to an institutional buyer. Represents 500,000 shares of Common Stock held directly by Kaufman Kapital LLC, consisting solely of shares acquired upon exercise of the $1.50 Warrant on May 7, 2026. These shares have not yet been registered for resale. Daniel L. Kaufman is the sole member and manager of Kaufman Kapital LLC and has sole voting and dispositive power over all securities held by Kaufman Kapital LLC. On May 7, 2026, the Convertible Note was amended to (i) extend the maturity date from December 31, 2026 to December 31, 2027, (ii) reduce the interest rate from 12% to 8% per annum (effective from May 7, 2026; interest accrued prior to that date was calculated at 12%), and (iii) provide that the Company may not prepay more than $2,400,000 of principal prior to September 30, 2027 without the holder's consent. On May 14, 2026, a 9.99% beneficial ownership limitation was added pursuant to which the holder may not convert any portion of the Convertible Note to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 9.99% of the outstanding shares of Common Stock. The conversion price ($0.7582 per share) and all conversion mechanics remain unchanged. Maturity date as amended on May 7, 2026. Prior maturity date was December 31, 2026. The Convertible Note became exercisable/convertible on October 14, 2024, the date of shareholder approval. Represents the maximum number of shares of Common Stock that would be issuable upon conversion of all outstanding principal ($2,900,000) and accrued and unpaid interest (approximately $680,000) under the Convertible Note at the conversion price of $0.7582 per share, without giving effect to the 9.99% beneficial ownership limitation. Pursuant to the beneficial ownership limitation added on May 14, 2026, the holder may not convert any portion of the Convertible Note to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 9.99% of the outstanding shares of Common Stock. Accordingly, only the portion of the Convertible Note, if any, that may be converted without exceeding the 9.99% limitation is treated as beneficially owned for Section 16 purposes.

Key Figures

Shares sold: 1,189,676 shares Sale price: $3.06 per share Shares remaining: 500,000 shares +5 more

8 metrics

Shares sold 1,189,676 shares Privately negotiated block sale at $3.06 per share

Sale price $3.06 per share Price for 1,189,676-share block transaction

Shares remaining 500,000 shares Common Stock held by Kaufman Kapital LLC after sale

Warrant exercise price $1.50 per share Price of warrant exercised May 7, 2026 to acquire 500,000 shares

Convertible Note principal $2,900,000 Outstanding principal referenced for maximum conversion shares

Accrued interest estimate approximately $680,000 Accrued and unpaid interest used in maximum conversion calculation

Conversion price $0.7582 per share Convertible Note conversion price, unchanged by amendments

Interest rate change 12% to 8% per annum Convertible Note rate reduced effective May 7, 2026

Key Terms

Convertible Note, beneficial ownership limitation, privately negotiated block transaction, maturity date, +1 more

5 terms

Convertible Note financial

"On May 7, 2026, the Convertible Note was amended to (i) extend the maturity date..."

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

beneficial ownership limitation regulatory

"a 9.99% beneficial ownership limitation was added pursuant to which the holder may not convert..."

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

privately negotiated block transaction financial

"were sold in a single privately negotiated block transaction at a price of $3.06 per share..."

maturity date financial

"extend the maturity date from December 31, 2026 to December 31, 2027..."

The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.

Section 16 regulatory

"is treated as beneficially owned for Section 16 purposes."

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kaufman Daniel Louis

(Last) (First) (Middle)

2158 CALLE PARK BLVD

(Street)

SAN JUAN PUERTO RICO 00913

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BranchOut Food Inc. [ BOF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/02/2026		S		1,189,676(1)	D	$3.06(1)	500,000(2)	I	By Kaufman Kapital LLC(3)

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 Securities Underlying Derivative Security (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: 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
Conv. Note (as amended)(4)	$0.7582							10/14/2024	12/31/2027(5)	Common Stock(6)	0		0(6)	I	By Kaufman Kapital LLC(3)

1. Name and Address of Reporting Person^*

Kaufman Daniel Louis

(Last) (First) (Middle)

2158 CALLE PARK BLVD

(Street)

SAN JUAN PUERTO RICO 00913

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kaufman Kapital LLC

(Last) (First) (Middle)

2158 CALLE PARK BLVD,

(Street)

SAN JUAN PUERTO RICO 00913

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares reported on this line were sold in a single privately negotiated block transaction at a price of $3.06 per share to an institutional buyer.

2. Represents 500,000 shares of Common Stock held directly by Kaufman Kapital LLC, consisting solely of shares acquired upon exercise of the $1.50 Warrant on May 7, 2026. These shares have not yet been registered for resale.

3. Daniel L. Kaufman is the sole member and manager of Kaufman Kapital LLC and has sole voting and dispositive power over all securities held by Kaufman Kapital LLC.

4. On May 7, 2026, the Convertible Note was amended to (i) extend the maturity date from December 31, 2026 to December 31, 2027, (ii) reduce the interest rate from 12% to 8% per annum (effective from May 7, 2026; interest accrued prior to that date was calculated at 12%), and (iii) provide that the Company may not prepay more than $2,400,000 of principal prior to September 30, 2027 without the holder's consent. On May 14, 2026, a 9.99% beneficial ownership limitation was added pursuant to which the holder may not convert any portion of the Convertible Note to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 9.99% of the outstanding shares of Common Stock. The conversion price ($0.7582 per share) and all conversion mechanics remain unchanged.

5. Maturity date as amended on May 7, 2026. Prior maturity date was December 31, 2026. The Convertible Note became exercisable/convertible on October 14, 2024, the date of shareholder approval.

6. Represents the maximum number of shares of Common Stock that would be issuable upon conversion of all outstanding principal ($2,900,000) and accrued and unpaid interest (approximately $680,000) under the Convertible Note at the conversion price of $0.7582 per share, without giving effect to the 9.99% beneficial ownership limitation. Pursuant to the beneficial ownership limitation added on May 14, 2026, the holder may not convert any portion of the Convertible Note to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 9.99% of the outstanding shares of Common Stock. Accordingly, only the portion of the Convertible Note, if any, that may be converted without exceeding the 9.99% limitation is treated as beneficially owned for Section 16 purposes.

	/s/ Daniel L. Kaufman, individually	06/03/2026
	/s/ Daniel L. Kaufman, as sole member and manager of Kaufman Kapital LLC	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Kaufman Kapital LLC do in this BranchOut Food (BOF) Form 4?

Kaufman Kapital LLC sold 1,189,676 BranchOut Food shares at $3.06 each in a privately negotiated block trade to an institutional buyer. After the sale, it continues to hold 500,000 shares acquired by exercising a $1.50 warrant, which are not yet registered for resale.

How many BranchOut Food (BOF) shares does Kaufman Kapital LLC still hold?

Following the reported transaction, Kaufman Kapital LLC holds 500,000 BranchOut Food common shares. According to the filing, these shares were all acquired upon exercise of a $1.50 warrant on May 7, 2026 and have not yet been registered for resale under a registration statement.

What are the new terms of the Convertible Note held in BranchOut Food (BOF)?

The Convertible Note’s maturity date was extended to December 31, 2027, and its interest rate was reduced from 12% to 8% per year effective May 7, 2026. Prepayment above $2,400,000 before September 30, 2027 now needs holder consent, with a conversion price of $0.7582 per share.

What is the 9.99% beneficial ownership limitation mentioned for BranchOut Food (BOF)?

The filing adds a 9.99% beneficial ownership limitation on the Convertible Note. The holder cannot convert any portion of the note if, after conversion, it would beneficially own more than 9.99% of BranchOut Food’s outstanding common shares, which restricts how much can be converted at one time.

When did the BranchOut Food (BOF) Convertible Note become convertible into common stock?

The Convertible Note became exercisable and convertible into BranchOut Food common stock on October 14, 2024. The filing states this date aligns with shareholder approval, and the conversion mechanics and price of $0.7582 per share remain unchanged after the subsequent amendments described.

Who controls the securities held by Kaufman Kapital LLC in BranchOut Food (BOF)?

Daniel L. Kaufman is the sole member and manager of Kaufman Kapital LLC and has sole voting and dispositive power over all BranchOut Food securities held by Kaufman Kapital LLC, according to the Form 4 footnotes describing the ownership and control structure.