Micah Anderson reveals 12.2% Leef Brands (LEEEF) stake in Schedule 13D filing

Rhea-AI Filing Summary

Leef Brands Inc. board chairman and CEO Micah P. Anderson filed a Schedule 13D disclosing a significant beneficial ownership position in the company’s common shares. As of March 26, 2026, he reported holding approximately 12.2% of Leef Brands’ outstanding common shares, based on 266,227,997 shares outstanding.

His stake comes from multiple sources, including shares issued in acquisitions, conversions of debt and debentures, vested restricted stock units, a private investment in public equity financing, long-term incentive equity awards, and open market purchases, along with additional shares he can acquire through warrants and vested RSUs within 60 days.

Key Figures

Beneficial ownership: 28,102,323 common shares Ownership percentage: 12.2% Shares outstanding: 266,227,997 common shares +5 more

8 metrics

Beneficial ownership 28,102,323 common shares Shares beneficially owned by Micah Anderson as of March 26, 2026

Ownership percentage 12.2% Approximate share of Leef Brands common shares beneficially owned

Shares outstanding 266,227,997 common shares Total Leef Brands common shares outstanding as of March 26, 2026

Debt conversion shares 5,498,469 common shares Issued upon conversion of outstanding debt obligations

Debenture conversion shares 1,624,792 common shares Issued upon conversion of outstanding debentures

Earnout consideration shares 2,761,800 common shares Issued as earnout consideration for Anderson Development SB, LLC acquisition

Vested RSUs issuable 4,289,243 common shares Common shares issuable upon settlement of vested restricted stock units within 60 days

Warrant shares issuable 16,000 common shares Common shares issuable upon exercise of warrants within 60 days

Key Terms

Schedule 13D, beneficially owned, restricted stock units, private investment in public equity financing, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"As of March 26, 2026, Mr. Anderson beneficially owned, for purposes of Rule 13d-3..."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

restricted stock units financial

"4,273,319 shares were issued upon the conversion of restricted stock units previously granted..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

private investment in public equity financing financial

"140,000 shares were acquired pursuant to a private investment in public equity financing..."

earnout consideration financial

"2,761,800 shares were issued as earnout consideration in connection with the acquisition..."

Earnout consideration is the portion of a purchase price that one party pays later only if the acquired business meets agreed future targets, like sales or profit goals. Think of it as a performance-linked bonus that shifts some risk from the buyer to the seller; investors watch earnouts because they affect how much value will actually be paid, influence future cash flow, and can change reported earnings or liabilities if targets are missed or met.

long-term incentive equity program financial

"16,000 shares were acquired pursuant to the Company's long-term incentive equity program..."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Leef Brands Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

(CUSIP Number)

Jason R. Wisniewski, Esq.
5 Park Plaza, Suite 1400
Irvine, CA, 92614
(949) 966-1534

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Micah Payne Anderson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 32,407,566.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 32,407,566.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

32,407,566.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Leef Brands Inc.
(c)	Address of Issuer's Principal Executive Offices: Suite 2500 Park Place, 666 Burrard Street, Vancouver, BRITISH COLUMBIA, CANADA , V6C 2X8.
Item 2.	Identity and Background
(a)	The name of the person filing this Schedule 13D is Micah P. Anderson.
(b)	The principal business address of Mr. Anderson is c/o Leef Brands, Inc., Suite 2500 Park Place, 666 Burrard Street, Vancouver, BC V6C 2X8, Canada.
(c)	Mr. Anderson is Chairman of the Board, Chief Executive Officer and President of the Company. The Company's principal business is the production and sale of bulk cannabis concentrates in California and New York, and its principal business address is Suite 2500 Park Place, 666 Burrard Street, Vancouver, BC V6C 2X8, Canada.
(d)	During the last five years, Mr. Anderson has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, Mr. Anderson was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to 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.
(f)	Mr. Anderson is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	28,102,323 Common Shares beneficially owned by Mr. Anderson were acquired through the following transactions: (i) 12,653,227 shares were issued as initial consideration in connection with the acquisition of Leef Holdings, Inc., and an additional 416,380 shares were subsequently issued upon the release of shares held in escrow in connection with the same acquisition; (ii) 500,861 shares were issued in connection with the acquisition of The Leaf at El Paseo, comprising shares issued as initial acquisition consideration, a working capital adjustment, a refund shares adjustment, and the release of holdback shares; (iii) 2,761,800 shares were issued as earnout consideration in connection with the acquisition of Anderson Development SB, LLC; (iv) 39,877 shares were issued in connection with the acquisition of Aya Biosciences Inc.; (v) 5,498,469 shares were issued upon conversion of outstanding debt obligations; (vi) 1,624,792 shares were issued upon conversion of outstanding debentures; (vii) 4,273,319 shares were issued upon the conversion of restricted stock units previously granted to Mr. Anderson; (viii) 140,000 shares were acquired pursuant to a private investment in public equity financing; (ix) 16,000 shares were acquired pursuant to the Company's long-term incentive equity program; and (x) 177,599 shares were acquired through open market purchases. Mr. Anderson also has the right to acquire within the next 60 days (i) 16,000 Common Shares upon exercise of warrants to purchase Common Shares owned by Mr. Anderson, and (ii) 4,289,243 Common Shares upon settlement of vested restricted stock units owned by Mr. Anderson.
Item 4.	Purpose of Transaction
	Mr. Anderson acquired the Common Shares held by him in connection with his employment relationship with the Company and for investment purposes. Mr. Anderson, directly or indirectly, may acquire additional Common Shares from time to time in open market or private transactions, depending on various factors. Mr. Anderson may increase or decrease his beneficial holdings of Common Shares on such terms and at such times as he may decide, subject to any applicable securities law restrictions. Except as described above, Mr. Anderson does not have any other plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	As of March 26, 2026, Mr. Anderson beneficially owned, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, an aggregate of 28,102,323 Common Shares of the Company, constituting approximately 12.2% of the total number of Common Shares outstanding. The approximate percentage of Common Shares beneficially owned by Mr. Anderson is based upon 266,227,997 Common Shares of the Company, which is the total number of Common Shares of the Company outstanding as of March 26, 2026. The Common Shares beneficially owned by Mr. Anderson includes (i) 500,861 Common Shares held of record by the Anderson Trust dated November 14, 2014, of which Mr. Anderson is the trustee, (ii) 4,899,984 Common Shares held of record by MPA Legacy Holdings, Inc., of which Mr. Anderson is the sole shareholder and exercises control, (iii) 8,169,623 Common Shares held of record by Little Ry Holdings, of trust of which Mr. Anderson is the trustee, (vi) 16,000 Common Shares currently issuable upon exercise of warrants to purchase Common Shares owned by Mr. Anderson within the next 60 days, and (v) 4,289,243 Common Shares issuable upon settlement of vested restricted stock units owned by Mr. Anderson within the next 60 days.
(b)	Mr. Andeson has the sole power to vote or to direct the vote, and the sole power to dispose of or to direct the disposition of, 32,407,566 Common Shares.
(c)	The information with respect to Mr. Anderson's transactions in the Common Shares of the Company during the past sixty days is set forth in response to Item 3 of this Schedule 13D and is incorporated herein by this reference.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Micah Payne Anderson

Signature:	/s/ Micah Payne Anderson
Name/Title:	Micah Payne Anderson
Date:	04/01/2026

FAQ

How much of Leef Brands (LEEEF) does Micah Anderson beneficially own?

Micah Anderson beneficially owns about 12.2% of Leef Brands’ common shares. This percentage is based on 266,227,997 shares outstanding as of March 26, 2026, and reflects his aggregate holdings under Rule 13d-3.

How many Leef Brands (LEEEF) shares were outstanding for the 13D calculation?

The Schedule 13D states that Leef Brands had 266,227,997 common shares outstanding as of March 26, 2026. Micah Anderson’s reported beneficial ownership percentage of 12.2% is calculated using this total share count.

What are the main sources of Micah Anderson’s Leef Brands (LEEEF) shares?

Anderson’s holdings largely come from acquisition-related share issuances, conversions of debt and debentures, settlement of restricted stock units, a PIPE financing, long-term incentive equity awards, and open market purchases detailed in the filing.

What additional Leef Brands (LEEEF) shares can Micah Anderson acquire within 60 days?

He can acquire an additional 16,000 common shares through warrant exercises and 4,289,243 common shares upon settlement of vested restricted stock units within the next 60 days, according to the Schedule 13D disclosure.

Does Micah Anderson plan major corporate changes at Leef Brands (LEEEF)?

The filing states that, apart from possible future share purchases or sales, Anderson has no current plans for mergers, asset sales, board changes, capital changes, or other major corporate actions of the types specifically listed in the Schedule 13D.

Why did Micah Anderson acquire his Leef Brands (LEEEF) stake?

The Schedule 13D explains that Anderson acquired his common shares primarily in connection with his employment relationship with Leef Brands and for investment purposes, including equity received in acquisitions and compensation-related equity awards.