Mindset-affiliated funds report 12.1% stake in Leef Brands (LEEEF)

Rhea-AI Filing Summary

Leef Brands Inc. Schedule 13G reports that the aggregate group of reporting persons beneficially owns 33,935,689 common shares, representing 12.1% of the outstanding common stock based on 280,358,364 shares outstanding as of May 6, 2026 per the issuer's Form 10-Q. The filing breaks ownership among affiliated entities: Mindset LEEF LLC (20,054,412 shares, 7.2%), Mindset Value Fund LP (7,235,325 shares, 2.6%), Mindset Value Wellness Fund LP (5,876,625 shares, 2.1%), and Mindset Capital LLC (33,166,362 shares, 11.8%). The filing states Mindset Capital LLC is the investment manager of the funds and disclaims beneficial ownership of the shares held by the funds. Aaron Edelheit is identified as Managing Member and reports 769,327 shares of sole voting/dispositive power and an aggregate shared voting/dispositive position of 33,935,689 shares.

Insights

Corporate Governance Analyst

Affiliated funds plus their manager report a >10% stake, with manager disclaimers and one individual holding limited sole power.

The filing shows an aggregated 12.1% beneficial ownership position across affiliated funds and their investment manager, using the issuer's stated May 6, 2026 share base. Mindset Capital LLC is disclosed as investment manager and expressly disclaims beneficial ownership of the funds' shares.

That structure is common: voting/dispositive authority is exercised through the manager while legal beneficial ownership remains with the funds. The practical effect depends on future disclosures or transactions by the funds or manager; subsequent filings would show any changes.

Institutional Investor Relations

Stake size and ownership split are material for ownership tables and potential block-holding analysis.

The group reports 33,935,689 shares (12.1%) with Mindset LEEF LLC holding 20,054,412 shares and Mindset Capital LLC showing voting authority over 33,166,362 shares. Shares outstanding are cited as 280,358,364 in the issuer's Form 10-Q.

Investor relations should note the >10% aggregate position for public disclosures. Any future purchases, dispositions, or Schedule 13D amendments would update the public ownership picture.

Key Figures

Aggregate shares owned: 33,935,689 shares Aggregate percent of class: 12.1% Shares outstanding used: 280,358,364 shares +2 more

5 metrics

Aggregate shares owned 33,935,689 shares Aggregate of all reporting persons

Aggregate percent of class 12.1% Based on 280,358,364 shares outstanding as of May 6, 2026

Shares outstanding used 280,358,364 shares Issuer's Form 10-Q as of May 6, 2026

Mindset LEEF LLC holdings 20,054,412 shares Held by Mindset LEEF LLC (7.2%)

Aaron Edelheit sole voting power 769,327 shares Sole voting and dispositive power reported for Aaron Edelheit

Key Terms

Schedule 13G, Shared Voting Power, Disclaims beneficial ownership, Form 10-Q

4 terms

Schedule 13G regulatory

"Item 1. Name of issuer: Leef Brands Inc. Item 2. Name of person filing"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Shared Voting Power governance

"Shared Voting Power 20,054,412.00 (Mindset LEEF LLC)"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Disclaims beneficial ownership legal

"Mindset Capital LLC disclaims beneficial ownership of any of the shares held by the Funds"

Form 10-Q regulatory

"based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

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FAQ

What stake does Mindset Capital and affiliates hold in Leef Brands (LEEEF)?

They report owning 33,935,689 shares, equal to 12.1% of common shares based on 280,358,364 outstanding as of May 6, 2026. The total aggregates holdings across the Funds and affiliated entities named in the filing.

How are the reported shares divided among the affiliated holders?

The filing shows Mindset LEEF LLC 20,054,412, Mindset Value Fund LP 7,235,325, Mindset Value Wellness Fund LP 5,876,625, and Mindset Capital LLC 33,166,362. These figures are listed directly in the Schedule 13G ownership section.

Does Mindset Capital claim direct beneficial ownership of the funds' shares?

No. The filing states Mindset Capital LLC is the investment manager of the funds and expressly disclaims beneficial ownership of the shares held by those funds while reporting voting/dispositive power.

What voting or dispositive powers does Aaron Edelheit hold?

Aaron Edelheit reports 769,327 shares of sole voting and sole dispositive power and an aggregate shared voting/dispositive position of 33,935,689 shares, reflecting his managing roles across the affiliated entities disclosed.

What share count does the filing use to compute percentages?

Percentages are calculated using 280,358,364 shares outstanding as of May 6, 2026, as cited from the issuer's Form 10-Q referenced in the Schedule 13G filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Leef Brands Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

52426X104

(CUSIP Number)

05/15/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 52426X104

1

Names of Reporting Persons

Mindset LEEF LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 20,054,412.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 20,054,412.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,054,412.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.2 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: For Row 11, based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.

SCHEDULE 13G

CUSIP Number(s): 52426X104

1

Names of Reporting Persons

Mindset Value Fund LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,235,325.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,235,325.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,235,325.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.6 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: For Row 11, based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.

SCHEDULE 13G

CUSIP Number(s): 52426X104

1

Names of Reporting Persons

Mindset Value Wellness Fund LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,876,625.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,876,625.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,876,625.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.1 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: For Row 11, based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.

SCHEDULE 13G

CUSIP Number(s): 52426X104

1

Names of Reporting Persons

Mindset Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 33,166,362.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 33,166,362.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

33,166,362.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.8 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: For Rows 6, 8 and 9, Mindset Capital LLC is the Investment Manager of Mindset LEEF LLC, Mindset Value Fund LP, Mindset Value Wellness Fund LP (the "Funds") in which such shares referred to above are held. As a result, Mindset Capital LLC possesses the power to vote and dispose or direct the disposition of all the shares owned by the Funds. Mindset Capital LLC disclaims beneficial ownership of any of the shares held by the Funds. For Row 11, based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.

SCHEDULE 13G

CUSIP Number(s): 52426X104

1

Names of Reporting Persons

Aaron Edelheit

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 769,327.00
6	Shared Voting Power 33,166,362.00
7	Sole Dispositive Power 769,327.00
8	Shared Dispositive Power 33,166,362.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

33,935,689.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Mr. Edelheit is the Managing Member of Mindset Capital LLC, the Managing Member of Mindset LEEF LLC, and the General Partner of Mindset Value Fund LP and Mindset Value Wellness Fund LP. As a result, Mr. Edelheit possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Mindset LEEF LLC, Mindset Value Fund LP, and Mindset Value Wellness Fund LP as investment manager to the Funds. Mr. Edelheit disclaims beneficial ownership of any of the shares held by the Funds. For Row 11, based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Leef Brands Inc.
(b)	Address of issuer's principal executive offices: Suite 2500 Park Place, 666 Burrard Street, Vancouver, BC V6C 2X8, Canada
Item 2.
(a)	Name of person filing: Mindset LEEF LLC, Mindset Value Fund LP, Mindset Value Wellness Fund LP, Mindset Capital LLC, Aaron Edelheit
(b)	Address or principal business office or, if none, residence: 30 West Mission Street, Suite 8, Santa Barbara, CA 93101
(c)	Citizenship: Mindset LEEF LLC is a Delaware Limited Liability Company. Mindset Value Fund LP is a Delaware Limited Partnership. Mindset Value Wellness Fund LP is a Delaware Limited Partnership. Mindset Capital LLC is a Delaware Limited Liability Company. Aaron Edelheit is a citizen of the United States.
(d)	Title of class of securities: Common Shares
(e)	CUSIP Number(s): 52426X104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Aggregate of all Reporting Persons: 33,935,689 Mindset LEEF LLC - 20,054,412 Mindset Value Fund LP - 7,235,325 Mindset Value Wellness Fund LP - 5,876,625 Mindset Capital LLC - 33,166,362 Aaron Edelheit - 769,327
(b)	Percent of class: Aggregate of all Reporting Persons: 12.1%+ Mindset LEEF LLC - 7.2%+ Mindset Value Fund LP - 2.6%+ Mindset Value Wellness Fund LP - 2.1%+ Mindset Capital LLC - 11.8%+ Aaron Edelheit - 12.1%+ + Based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Mindset LEEF LLC - 0 Mindset Value Fund LP - 0 Mindset Value Wellness Fund LP - 0 Mindset Capital LLC - 0 Aaron Edelheit - 769,327
	(ii) Shared power to vote or to direct the vote: Mindset LEEF LLC - 20,054,412 Mindset Value Fund LP - 7,235,325 Mindset Value Wellness Fund LP - 5,876,625 Mindset Capital LLC - 33,166,362 Aaron Edelheit - 33,935,689
	(iii) Sole power to dispose or to direct the disposition of: Mindset LEEF LLC - 0 Mindset Value Fund LP - 0 Mindset Value Wellness Fund LP - 0 Mindset Capital LLC - 0 Aaron Edelheit - 769,327
	(iv) Shared power to dispose or to direct the disposition of: Mindset LEEF LLC - 20,054,412 Mindset Value Fund LP - 7,235,325 Mindset Value Wellness Fund LP - 5,876,625 Mindset Capital LLC - 33,166,362 Aaron Edelheit - 33,935,689
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Mindset LEEF LLC

Signature:	/s/ Aaron Edelheit
Name/Title:	Aaron Edelheit, Managing Member of Mindset Capital LLC, the Managing Member of Mindset LEEF LLC
Date:	05/22/2026

Mindset Value Fund LP

Signature:	/s/ Aaron Edelheit
Name/Title:	Aaron Edelheit, Managing Member of Mindset Capital LLC, the General Partner of Mindset Value Fund LP
Date:	05/22/2026

Mindset Value Wellness Fund LP

Signature:	/s/ Aaron Edelheit
Name/Title:	Aaron Edelheit, Managing Member of Mindset Capital LLC, the General Partner of Mindset Value Wellness Fund LP
Date:	05/22/2026

Mindset Capital LLC

Signature:	/s/ Aaron Edelheit
Name/Title:	Aaron Edelheit, Managing Member
Date:	05/22/2026

Aaron Edelheit

Signature:	/s/ Aaron Edelheit
Name/Title:	Aaron Edelheit
Date:	05/22/2026