Laird Superfood (NYSE American: LSF) adds Terrasoul, Navitas and $110M preferred financing

Rhea-AI Filing Summary

Laird Superfood filed an amended report to add detailed financial information for its acquisition of Terrasoul Superfoods and related financings. Terrasoul generated $65.8 million in 2025 sales and $3.7 million in net income, with total assets of $24.5 million and liabilities of $20.0 million as of December 31, 2025. Laird bought Terrasoul for $48.0 million in cash plus up to $5.0 million in contingent consideration and repaid about $9.1 million of Terrasoul debt at closing. The amendment also presents unaudited pro forma results that combine Laird with Terrasoul and Navitas, reflecting two acquisitions funded by $110.0 million in Series A Preferred Stock, which is convertible into 73.5% of Laird’s common stock.

Positive

• Accretive, profitable target: Terrasoul produced $65.8 million of 2025 sales and $3.7 million of net income, suggesting Laird acquired a scale, profitable business in a growing superfoods and wellness category.
• Strategic category expansion: The Navitas and Terrasoul acquisitions add broad superfood product portfolios and distribution channels, potentially strengthening Laird’s position across e‑commerce, foodservice and retail segments.

Negative

• Significant dilution and control shift: The Series A Preferred Stock issued to Nexus is convertible into 73.5% of Laird’s outstanding common stock, meaning existing common shareholders face major dilution and a concentration of voting power.
• Higher fixed financial obligations: The preferred carries a cumulative 5% annual dividend on its stated value, adding an ongoing cash (or value) burden ahead of common shareholders.

Insights

Equity & M&A Analyst

Two cash acquisitions add scale but hand effective control to a preferred investor.

Laird Superfood completed cash acquisitions of Navitas for $38.5M and Terrasoul for $48.0M plus up to $5.0M in earn-out, adding sizable, profitable superfood platforms. Terrasoul alone delivered $65.8M of 2025 sales and $3.7M of net income.

These deals were financed with $110.0M of Series A Preferred Stock sold at $1,000 per share, carrying a cumulative 5% dividend and conversion price of $3.57. After the initial and additional tranches, Nexus holds preferred shares convertible into 73.5% of Laird’s common stock, significantly diluting existing holders.

The pro forma statements for the year ended December 31, 2025 combine Laird, Navitas and Terrasoul to show how the enlarged group might have looked historically. Actual future performance will depend on integration, realizing cost synergies and maintaining Terrasoul’s and Navitas’ revenue growth and margins.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Terrasoul 2025 Sales: $65,804,951 Terrasoul 2025 Net Income: $3,695,658 Terrasoul Total Assets: $24,537,605 +5 more

8 metrics

Terrasoul 2025 Sales $65,804,951 Net sales for year ended December 31, 2025

Terrasoul 2025 Net Income $3,695,658 Net income for year ended December 31, 2025

Terrasoul Total Assets $24,537,605 Balance sheet as of December 31, 2025

Terrasoul Total Liabilities $20,002,487 Balance sheet as of December 31, 2025

Terrasoul Purchase Price $48,000,000 Cash consideration at closing, excluding up to $5M contingent

Terrasoul Contingent Consideration $5,000,000 Earn-out tied to 2026 contribution margin milestones

Navitas Purchase Price $38,500,000 Cash paid at Navitas closing, subject to adjustments

Preferred Stock Financings $110,000,000 $50M initial + $60M additional Series A Preferred Stock at $1,000/share

Key Terms

Series A Preferred Stock, unaudited pro forma condensed combined financial information, contingent consideration, performance unit awards, +2 more

6 terms

Series A Preferred Stock financial

"the Investor purchased an aggregate of 60,000 shares of Series A Preferred Stock at a purchase price of $1,000 per share"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

unaudited pro forma condensed combined financial information financial

"The unaudited pro forma condensed combined financial information of the Company giving effect to the Terrasoul Acquisition and the Financing"

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

contingent consideration financial

"contingent consideration of up to $5,000,000 payable in cash upon the achievement of specified contribution margin performance milestones"

Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.

performance unit awards financial

"The Company provides performance unit awards, pursuant to the performance unit plan under which eligible employees and directors may be granted performance unit awards"

ASC 606, Revenue from Contracts with Customers financial

"The Company recognizes revenues in accordance with the five-step model as prescribed by ASC 606, Revenue from Contracts with Customers"

cumulative dividend financial

"The Preferred Stock is convertible ... has a cumulative dividend at a rate of 5% per annum of the accumulated stated value"

A cumulative dividend is a feature on certain dividend-paying securities—most often preferred shares—where any missed or unpaid dividend payments build up like an IOU and must be paid to those shareholders before common shareholders receive dividends. For investors this matters because it makes expected income more reliable and gives holders priority on future payouts, which affects yield, perceived safety, and the security’s value compared with noncumulative alternatives.

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Understanding 8-K Material Events →

Available on EDGAR 07/07/2026 - 06:03 AM Accepted by SEC EDGAR 07/06/2026 - 09:09 PM Learn about SEC filing dates

Terrasoul Final true 0001650696 0001650696 2026-04-21 2026-04-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2026

Laird Superfood, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada	1-39537	81-1589788
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5303 Spine Road, Suite 204 Boulder, Colorado	80301
(Address of Principal Executive Offices)	(Zip Code)

(541) 588-3600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		LSF		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed by Laird Superfood, Inc. (the “Company”) on April 21, 2026, the Company completed its acquisition (the “Terrasoul Acquisition”) of (i) all of the issued and outstanding units of Terrasoul Superfood, LLC (“Terrasoul”). Concurrently with the closing of the Terrasoul Acquisition, the Company also completed the private placement, pursuant to which the Investor purchased an aggregate of 60,000 shares of Series A Preferred Stock at a purchase price of $1,000 per share for gross proceeds of $60.0 million (the “Financing”).

On April 21, 2026, the Company filed a Current Report on Form 8-K reporting the Terrasoul Acquisition, the Financing and related matters (the “Original Report”), which included disclosure under Item 2.01 of Form 8-K and related financial statements under Item 9.01 of Form 8-K. Accordingly, this Current Report on Form 8-K/A amends the Original Report to provide (i) the historical financial information of Terrasoul required under Item 9.01(a) of Form 8-K and (ii) the pro forma financial information required under Item 9.01(b) of Form 8-K. Except as set forth herein, this Amendment No. 1 does not amend, modify or update the disclosure contained in the original Form 8-K (including the exhibits thereto).

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses of Funds Acquired. 

The audited historical financial statements of Terrasoul for the years ended December 31, 2025 and December 31, 2024, respectively, and the notes related thereto are filed as Exhibit 99.1 to this Amendment No. 1 and incorporated by reference herein.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company giving effect to the Terrasoul Acquisition and the Financing at and for the fiscal year ended December 31, 2025, and the notes related thereto, is filed as Exhibit 99.2 to this Amendment No. 1 and incorporated by reference herein.

The pro forma financial information has been presented for informational purposes only, as required by Form 8-K, and does not purport to represent the actual results of operations that the Company would have achieved had the Terrasoul Acquisition been consummated at and during the periods presented in the pro forma financial information, and is not intended to project the future results of operations that the Company may achieve following the Terrasoul Acquisition.

(d) Exhibits

Exhibit No.		Exhibit Description
23.1		Consent of KPMG LLP.
99.1		Historical Consolidated Financial Statements of Terrasoul Superfood, LLC.
99.2		Unaudited Pro Forma Consolidated Financial Information.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: July 6, 2026				Laird Superfood, Inc.
				By:		/s/ Anya Hamill
				Name:		Anya Hamill
				Title:		Chief Financial Officer

Exhibit 99.1

TERRASOUL SUPERFOODS, LLC

Financial Statements

As of December 31, 2025 and 2024
(With Independent Auditors’ Report )

CONTENTS

	PAGE
Independent Auditors’ Report	1
Balance Sheets as of December 31, 2025 and 2024	3
Statements of Operations for the Years Ended December 31, 2025 and 2024	4
Statements of Members’ Equity for the Years Ended December 31, 2025 and 2024	5
Statements of Cash Flows for the Years Ended December 31, 2025 and 2024	6
Notes to Financial Statements	7

Independent Auditors' Report

The Board of Directors
Terrasoul Superfoods, LLC:

Opinion

We have audited the financial statements of Terrasoul Superfoods, LLC (the Company), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations, members' equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

● Exercise professional judgment and maintain professional skepticism throughout the audit.

● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ KPMG LLP

Denver, Colorado
July 6, 2026

2

Terrasoul Superfoods, LLC

Balance Sheets

December 31, 2025 and 2025

		2025				2024
ASSETS
Current assets
Cash and cash equivalents		$	1,466,576			$	1,103,762
Accounts receivable, net			1,429,318				1,408,234
Inventories, net			14,831,888				9,168,040
Prepaid expenses and other current assets			806,268				430,708
Total current assets			18,534,050				12,110,744
Property and equipment, net			2,583,199				2,582,862
Operating lease right-of-use assets			3,419,681				3,909,420
Other assets			675				675
Total assets		$	24,537,605			$	18,603,701
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Accounts payable		$	2,255,708			$	2,776,398
Accrued expenses			5,007,330				4,857,852
Operating lease liabilities, current portion			515,319				462,798
Member loans			1,124,735				1,088,100
Revolving line of credit			5,550,000				1,750,000
Notes payable, current portion			357,325				319,306
Total current liabilities			14,810,417				11,254,454
Operating lease liabilities, non-current portion			3,100,215				3,615,534
Notes payable, non-current portion			2,091,855				2,170,777
Total liabilities			20,002,487				17,040,765
Commitments and contingencies (Note 14)
Members’ equity
Members’ deficit			(2,524,441	)			(1,800,965	)
Retained earnings			7,059,559				3,363,901
Total members’ equity			4,535,118				1,562,936
Total liabilities and members’ equity		$	24,537,605			$	18,603,701

The accompanying notes are an integral part of these financial statements.

3

Terrasoul Superfoods, LLC

Statements of Operations

December 31, 2025 and 2025

		Year Ended December 31,
		2025				2024
Sales, net		$	65,804,951			$	52,051,491
Cost of sales (including depreciation and amortization of $274,104 and $290,194, respectively)			48,193,094				38,499,947
Gross profit			17,611,857				13,551,544
Operating expenses
Selling, general and administrative			12,810,071				9,448,577
Performance unit compensation cost			205,660				(218,299	)
Depreciation and amortization			74,004				77,629
Total operating expenses			13,089,735				9,307,907
Operating income			4,522,122				4,243,637
Other income (expense)
Interest expense			(449,361	)			(260,638	)
Other income (expense)			(2,438	)			3,882
Total other expense			(451,799	)			(256,756	)
Income before income taxes			4,070,323				3,986,881
Income tax expense			(374,665	)			(309,570	)
Net income		$	3,695,658			$	3,677,311

The accompanying notes are an integral part of these financial statements.

4

Terrasoul Superfoods, LLC

Statements of Members’ Equity

December 31, 2025 and 2025

		Members’ Capital (Deficit)				Retained Earnings (Losses)				Total Members’ Equity
Balance at January 1, 2024		$	454,200			$	(313,410			$	140,790
Distributions			(2,255,165	)			–				(2,255,165	)
Net income			–				3,677,311				3,677,311
Balance at December 31, 2024		$	(1,800,965	)		$	3,363,901			$	1,562,936
Distributions			(723,476	)			–				(723,476	)
Net income			–				3,695,658				3,695,658
Balance at December 31, 2025		$	(2,524,441	)		$	7,059,559			$	4,535,118

The accompanying notes are an integral part of these financial statements.

5

Terrasoul Superfoods, LLC

Statements of Cash Flows

December 31, 2025 and 2025

		Year Ended December 31,
		2025				2024
Cash flows from operating activities:
Net income		$	3,695,658			$	3,677,311
Adjustments to reconcile net income to net cash from operating activities:
Performance unit compensation cost			205,660				(218,299	)
Depreciation and amortization			348,108				367,823
Provision for credit losses			556				18,435
Provision for inventory obsolescence			353,941				173,356
Non-cash operating lease expense			489,739				463,386
Paid-in-kind interest on member loans			97,740				48,063
Changes in assets and liabilities:
Accounts receivable			(21,640	)			(632,071	)
Inventories			(6,017,789	)			(5,019,205	)
Prepaid expenses and other current assets			(375,560	)			546,092
Accounts payable			(520,690	)			336,121
Accrued expenses			(56,182	)			803,316
Operating lease liabilities			(462,798	)			(424,954	)
Net cash (used in) provided by operating activities			(2,263,257	)			139,374
Cash flows from investing activities:
Purchase of property and equipment			(348,445	)			(130,590	)
Net cash used in investing activities			(348,445	)			(130,590	)
Cash flows from financing activities:
Proceeds from revolving line of credit			3,800,000				3,250,000
Principal repayment of revolving line of credit			–				(1,500,000	)
Proceeds from notes payable			281,900				–
Principal repayment of notes payable			(322,803	)			(301,458	)
Proceeds from member loans			–				820,000
Principal repayment of member loans			(61,105	)			–
Distributions to members			(723,476	)			(2,255,165	)
Net cash provided by financing activities			2,974,516				13,377
Net increase in cash and cash equivalents			362,814				22,161
Cash and cash equivalents at beginning of year			1,103,762				1,081,601
Cash and cash equivalents at end of year		$	1,466,576			$	1,103,762
Supplemental disclosure of cash flow information
Cash paid for interest		$	338,874			$	212,380
Cash paid for income taxes		$	12,750			$	35,216
Cash paid for operating leases		$	691,680			$	680,190
Supplemental disclosure of noncash investing activities
Transfer between prepaid expenses and property and equipment		$	–			$	160,686

The accompanying notes are an integral part of these financial statements.

6

Note 1 – Description of Operations and Basis of Presentation

Nature of Operations

Terrasoul Superfoods, LLC (“Terrasoul” or the “Company”) is a vertically integrated, branded foods platform offering a broad portfolio of superfood products, including nuts, seeds, dried fruits, powders, baking ingredients, and functional beverage mix-ins. These products span large and fast-growing segments of the consumer wellness market, driven by sustained and broadening demand for clean-label, nutrient-dense foods across health-conscious consumer demographics. Terrasoul sources ingredients globally, processes and packages products in-house at its manufacturing and fulfillment facility in Fort Worth, Texas.

The Company was founded in 2013.

Basis of Preparation

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Although management believes their estimates and assumptions are reasonable when made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. The most significant estimates and judgments include those related to allowances for credit losses, allowances for returns, inventory obsolescence, uncertain tax positions, and the compensation costs related to the performance unit awards.

Cash and Cash Equivalents

Cash and cash equivalents are highly liquid instruments with an original maturity of three months or less when purchased. For the purposes of the statements of cash flows, the Company includes cash on hand, cash in clearing accounts, cash on deposit with financial institutions, and investments with an original maturity of three months or less, in determining the total balance. Cash equivalents consist of funds deposited in a money market account determined as level 1 fair value measurement and amounted to $3,989 and $66,996 as of December 31, 2025 and 2024, respectively.

7

Accounts Receivable and Allowance for Credit Losses

Accounts receivable, which consist principally of trade receivables, are typically unsecured and are derived from sales of goods to customers. Accounts receivable are reported at net realizable value. An allowance for credit losses for expected uncollectible amounts is established based upon an analysis of accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivables balances, historical loss experience, current information, and future expectations. Each reporting period, the Company reassesses the collectability of accounts receivable on an individual customer basis. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Finance charges are generally not assessed on past-due accounts. Delinquent receivables, which have historically been immaterial, are written off based on individual credit evaluations and specific circumstances of the customer. Allowance for credit losses balances were $19,650 and $19,094 as of December 31, 2025 and 2024, respectively. For years ended December 31, 2025 and 2024, the current-period provision for expected credit losses was $556 and $18,435, respectively. For years ended December 31, 2025 and 2024, there were no write offs charged against the allowance or recoveries collected.

Inventories, net

Inventories are stated at the lower of cost or net realizable value and approximate costs are determined using the first-in, first-out basis. Inventories consist of raw materials and finished goods. The cost of raw materials and finished goods includes direct materials, direct labor, packaging materials and an allocation of manufacturing and labor overhead costs incurred in bringing the inventories to their present location and condition. Costs directly attributable to the acquisition or transportation of goods to the production and packaging facility are capitalized into material costs. Overhead costs include facility rent, maintenance, utilities, equipment depreciation, quality testing, and payroll. The allocation of overhead is based on the normal capacity of our production facilities. Spoilage and expired product are charged directly to cost of goods sold as incurred.

Property and Equipment, net

Property and equipment, including leasehold improvements, are carried at cost net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Asset Category	Estimated Useful Lives
Computer and software	3 years
Furniture and office equipment	7 years
Equipment	3-15 years
Leasehold improvements	Shorter of useful life (7 – 10 years) or lease term

Construction in progress is not depreciated until such a time that the assets are completed and placed into service. Maintenance and repairs are charged to expenses as incurred. Upon sale or retirement, the asset cost and related depreciation or amortization is removed from the accounts, and any related gain or loss is included in the determination of net income.

8

Leases

In accordance with Accounting Standards Codification (“ASC”) 842, Leases, at the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. Lease terms are determined at the commencement date by considering whether renewal options and termination options are reasonably assured of exercise. The Company recognizes an operating lease liability and right-of-use (“ROU”) assets on its balance sheets. Operating ROU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease and are recognized at the commencement date of the lease. The operating lease liabilities are determined as the present value of future lease payments over the lease term discounted at the Company’s implicit rate (if known). If the leases do not provide an implicit rate, management develops an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating ROU assets are based on the operating lease liabilities, adjusted for any prepaid or tenant improvement allowances.

Lease expense is recognized on a straight-line basis over the lease term. Lease agreements that have lease and non-lease components are accounted for as a single lease component. Lease terms that include options to extend or terminate the lease are accounted for when it is reasonably certain that the Company will exercise that option. Lease payments that include variable charges for common area maintenance, utilities, real estate taxes, and insurance, are expensed as incurred. Short-term leases with a term of 12 months or less are not recorded on the Company’s balance sheets. The lease payments related to short-term leases are recognized in the statements of operations on a straight-line basis over the term of the lease and variable lease payments in the period in which the obligation for the payments are incurred.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, such as property and equipment and operating lease right-of- use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of an asset group to be held and used is measured by comparing the carrying amount of an asset group to the future undiscounted cash flows expected to be generated by the asset group. Fair value would be assessed using discounted cash flow models or other appropriate measures of fair value. If the carrying amount of the asset group is not considered to be recoverable, an impairment loss is recognized in the statements of operations to the extent the carrying amount exceeds the fair value of the asset group. The preparation of estimates is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. No impairment charges were recognized for the years ended December 31, 2025 or 2024.

Debt

The Company accounts for member loans, revolving line of credit, and notes payable, under ASC 470, Debt. Interest accrued in connection with term loans are recorded as interest expense in the accompanying statements of operations.

Fair Value Measurements

The Company follows ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) with respect to fair value reporting for financial assets and liabilities. ASC 820 applies to all financial assets and financial liabilities that are measured and reported on a fair value basis and requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 establishes a valuation hierarchy for disclosures of the inputs to valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

9

● Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date.

● Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates and yield curves), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

● Level 3 – Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, certain accrued liabilities, member loans, revolving line of credit, and notes payable. The carrying values of the current financial instruments are considered to be representative of their fair market value, due to the short maturity of these instruments. The carrying amount of the member loans, equipment loan notes payable and revolving line of credit approximates fair value as it bears interest at rates which approximate current market rates for debt with similar maturities and credit quality. Additionally, the member loans have a short-term maturity, and the revolving line of credit was recently amended in October 2025 with current market rates. The fair value of the term loan notes payable was determined using Level 3 inputs that are further discussed in Note 8. The fair value of the performance unit liability was determined using Level 3 inputs that are further discussed in Note 10.

Revenue Recognition

Revenues primarily consist of the sale of goods to customers through E-commerce platforms (third-party online consumer shopping portals or direct-to-consumer via the Company’s retail website), wholesale customers and retail customers for resale.

The Company recognizes revenues in accordance with the five-step model as prescribed by ASC 606, Revenue from Contracts with Customers (“ASC 606”) in which the Company evaluates the transfer of promised goods or services and recognizes revenues when its customers obtain control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps that are prescribed in the guidance: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as a separate performance obligation. Revenue is recorded net of estimates for returns, discounts, chargebacks, refunds and promotions. The Company estimates the impact of these items, which are dependent on customer pricing and promotional practices. The Company records reductions to revenue and refunds for these items in the same period that the related revenue is recorded or upon their occurrence. Estimates are based on historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

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The Company’s revenue contracts generally have single performance obligations. The Company has not identified any incremental costs to obtain a contract and does not incur significant fulfillment costs requiring capitalization.

Revenues are recognized when the performance obligation is satisfied by transferring control of the goods to customers by fulfilling the order. Control is transferred upon shipment of the goods to the customer or the pickup of the goods by the customer. Shipping and/or handling costs that occur before or after the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. E-commerce sales of goods ordered through third-party online consumer shopping portals or via the Company’s retail website are recognized upon receipt of the customer order and shipment of the goods, which generally occur the same day. Wholesale revenues are recorded when title passes and risk of loss is transferred to the customer, which is generally at shipping point. Retail revenues are also recorded when title passes and risk of loss is transferred to the customer, which is at shipping point or in some instances upon customer pickup of the order.

Revenues, which includes shipping and handling charges billed to the customer, are reported net of any applicable discounts, returns, allowances, and other costs. The majority of the Company’s revenues are billed via credit card upon order by the customer. A receivable will be recorded for amounts that have been fulfilled by third-party online portals and reported to the Company, but remittance from the third-party online portals has not yet been received. For those revenues in which the customer is invoiced, the amounts billed and due from customers are classified as receivables and generally require payment on a short-term basis; therefore, the Company does not have any significant financing components.

Contract Assets and Contract Liabilities

A contract asset represents amounts that are unbilled due to agreed-upon contractual terms in which billing occurs subsequent to revenue recognition. A contract liability represents amounts that have been invoiced to the customer for which the Company has the right to invoice (and for which payment was received) but has not been recognized as revenues because the related products or services have not been transferred to the customer. Such amounts are recognized in revenues as performance obligations are met. As of December 31, 2025 and 2024, the Company did not have any material amounts related to contract assets / unbilled receivables or contract liabilities.

Cost of Sales

Cost of sales includes the expenses incurred to acquire and produce inventory for sale, including product costs, direct and allocated labor, merchandise and inbound shipping costs, import costs, quality control activities, third-party inspection activities, buying/sourcing agent commissions, depreciation of equipment, and provisions for inventory shrinkage and reserves.

Shipping and Handling Expenses

Costs of shipping and handling related to sales are included in cost of sales in the statements of operations. Shipping and handling costs were $17,537,223 and $14,822,697 for the years ended December 31, 2025 and 2024, respectively. Income generated from shipping costs billed through to customers are included in sales, net in the statements of operations. Shipping income totaled $263,683 and $1,141,783 for the years ended December 31, 2025 and 2024, respectively.

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Selling, General and Administrative Expenses

Selling, general, and administrative expenses include salaries and benefits, travel and entertainment, professional fees, advertising, marketing, sample expenses, facilities, occupancy costs, fulfillment and distribution costs, out-bound shipping costs, and bad debt expenses.

Advertising and Marketing Expenses

Advertising and marketing costs are expensed as incurred and are included in selling, general and administrative expenses in the statements of operations. Advertising and marketing costs were $7,702,899 and $5,616,395 for the years ended December 31, 2025 and 2024, respectively.

Income Taxes

The Company has elected to be treated as a limited liability company for federal and state income tax purposes. Consequently, the Company does not pay or provide for federal income taxes. Members are taxed individually on their shares of the Company’s earnings or losses. For state purposes, the Company pays a tax based on its gross receipts, which is recorded in selling, general and administrative expenses in the accompanying statements of operations. The Company’s net income or loss is allocated among the members in accordance with the Limited Liability Company Operating Agreement (the "LLC Agreement") dated July 1, 2014.

The Company accounts for uncertain tax positions in accordance with the ASC 740, Income Taxes (“ASC 740”). ASC 740 prescribes a recognition threshold and measurement process for accounting for uncertain tax positions and also provides guidance on various related matters such as derecognition, interest, penalties, and required disclosures. The Company’s policy is to recognize potential interest and penalties related to uncertain tax positions as a component of income tax expense.

The Company files tax returns in the U.S. federal and state jurisdictions. Generally, the Company is subject to examination by U.S. federal (or state and local) income tax authorities for three to four years from the filing of a tax return.

Concentration of Risk

Cash and cash equivalents are exposed to concentrations of credit risk. The Company deposits cash with institutions believed to have highly valuable and defensible business franchises, strong financial fundamentals, and predictable and stable operating environments. The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. The Company maintains cash deposits in federally insured financial institutions in excess of federally insured limits. The Company believes that the financial institution holding its cash is financially sound and, therefore, minimal credit risk exists with respect to these balances.

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For each customer representing 10% or more of the Company’s total receivables, the following table summarizes its receivables as a percentage of total receivables for each applicable period:

		December 31,
		2025				2024
Receivables as a percent of total receivables for:
Customer A			26	%			16	%
Customer B			29	%			23	%
Customer C			17	%			24	%
Customer D			21	%			26	%

There were no individual end-customer representing more than 10% of the Company’s total net sales for the years ended December 31, 2025 and 2024.

Recently Issued Accounting Pronouncements

In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which clarifies how to determine whether profits interest and similar awards should be accounted for as share-based payment arrangements that is within the scope of ASC 718, Compensation – Stock Compensation. The ASU is effective in reporting periods beginning after December 15, 2024, on a prospective or retrospective basis. Early adoption is permitted. The Company adopted ASU 2024-01 effective January 1, 2025 and the adoption of this standard did not have a material impact on the Company’s financial statements and related disclosures.

In May 2025, the FASB issued ASU No. 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts With Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”). ASU 2025-04 revises the definition of a performance condition, eliminates the forfeiture policy election for service conditions, and clarifies that the variable consideration constraint in ASC Topic 606 does not apply to share-based consideration payable to customers. The new guidance requires entities to consistently account for share-based awards granted to customers by clarifying the treatment of vesting conditions and ensuring alignment with ASC Topic 606 and ASC Topic 718: Compensation—Stock Compensation. ASU 2025-04 is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient and an accounting policy election related to the estimation of expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606. The ASU provides a practical expedient that permits an entity to assume that current economic conditions as of the balance sheet date do not change for the remaining life of the asset. Further, the ASU allows an entity, other than a public business entity, that elects the practical expedient to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses. The ASU is effective in reporting periods beginning after December 15, 2025, on a prospective basis. Early adoption is permitted. The Company is currently assessing the impact upon adoption of this standard on the financial statements and related disclosures.

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Note 3 – Inventories, net

The following table presents the components of inventories, net of reserves:

		December 31,
		2025				2024
Raw materials		$	9,187,241			$	5,419,327
Finished goods			5,644,647				3,748,713
Total inventories, net		$	14,831,888			$	9,168,040

The Company periodically reviews the value of items in inventory and provides write-offs of inventory based on current market assessment, which are charged to cost of sales in the statements of operations. For the years ended December 31, 2025 and 2024, the Company recorded $353,941 and $173,356, respectively, of costs related to the disposal of and reserve for excess, obsolete, and discontinued inventories included in costs of sales.

Note 4 – Property and Equipment, net

Property and equipment, net was comprised of the following:

		December 31,
		2025				2024
Computers and software		$	452,963			$	449,583
Furniture and office equipment			40,418				40,418
Equipment			3,217,196				3,155,114
Leasehold improvements			658,584				657,501
Total property and equipment			4,369,161				4,302,616
Less accumulated depreciation and amortization			(2,067,862	)			(1,719,754	)
Construction in progress			281,900				–
Total property and equipment, net		$	2,583,199			$	2,582,862

For the years ended December 31, 2025 and 2024, total depreciation and amortization expense was $348,108 and $367,823, respectively, of which, $274,104 and $290,194, respectively was included in cost of sales and $74,004 and $77,629, respectively, was included in operating expenses on the accompanying statements of operations.

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Note 5 – Composition of Certain Balance Sheet Items

The following table presents the components of prepaid expenses and other current assets:

		December 31,
		2025				2024
Services		$	658,806			$	202,644
Freight			84,040				133,717
Insurance			30,605				27,721
Software license			25,515				26,234
Other			7,302				40,392
Prepaid expenses and other current assets		$	806,268			$	430,708

The following table presents the components of accrued expenses:

		December 31,
		2025				2024
Performance unit liability		$	3,473,017			$	3,267,357
Accrued uncertain tax positions			822,673				460,759
Operating expenses			398,308				490,532
Accrued sales taxes			248,313				157,818
Payroll compensation and benefits			39,301				148,717
Accrued inventory			7,541				321,206
Other			18,177				11,463
Accrued expenses		$	5,007,330			$	4,857,852

Note 6 – Leases

The Company has a non-cancellable operating lease agreement for an approximately 115,000 square foot warehouse in Fort Worth, Texas. The lease commenced on September 1, 2021 and expires on August 31, 2031. As of December 31, 2025 and 2024, the weighted-average remaining lease term was 5.67 years and 6.67 years, respectively. As of December 31, 2025 and 2024, the weighted-average discount rate used to measure the operating lease liabilities was 6.00%. As the lease did not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Cash paid for amounts included in the measurement of operating lease liabilities was $691,680 and $680,190 for the years ended December 31, 2025 and 2024, respectively.

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Future minimum payments and information related to the operating lease liabilities are as follows:

2026		$	714,659
2027			726,532
2028			750,277
2029			762,916
2030			788,193
Thereafter			525,462
Total undiscounted operating lease payments			4,268,039
Less: imputed interest			(652,505	)
Total operating lease liabilities			3,615,534
Less: current portion of operating lease liabilities			(515,319	)
Operating lease liabilities, net of current portion		$	3,100,215

The following table summarizes the total lease costs:

		Years Ended December 31,
		2025				2024
Operating lease costs		$	718,621			$	718,621
Variable lease costs			357,849				319,897
Short term lease costs			2,700				2,700
Total lease costs		$	1,079,170			$	1,041,218

Note 7 – Revolving Line of Credit

Prior to October 2024, the Company maintained a $3,000,000 revolving line of credit with a financial institution that was to mature on October 25, 2024. On October 4, 2024, the Company increased its line of credit from $3,000,000 to $4,000,000, extended the maturity date from October 25, 2024 to October 4, 2025, with interest set at a base rate of 8.00% per annum. On October 17, 2025, the Company increased its line of credit from $4,000,000 to $7,000,000, extended the maturity date from October 4, 2025 to October 17, 2026 and set interest at a base rate of 7.25% per annum. The revolving line of credit is collateralized by substantially all of the assets of the Company. The agreement requires compliance with certain financial covenants.

The Company will repay the outstanding balance in one payment of all outstanding principal plus all accrued unpaid interest on October 17, 2026. In addition, the Company will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning on November 1, 2025, with all subsequent interest payments to be due on the same day of each month after that. As of December 31, 2025 and 2024, the outstanding balance on the revolving line of credit was $5,550,000 and $1,750,000, respectively. For the years ended December 31, 2025 and 2024, the Company incurred interest expense of $219,132, and $66,153, respectively, which is included in the accompanying statements of operations.

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Note 8 – Notes Payable

Term Loan

On August 1, 2021, the Company entered into a term loan note payable of $3,441,534 with a financial institution that matures on August 1, 2031. The note bears interest at a base rate of 5.50%. The note requires monthly principal and interest payments, with the outstanding balance due upon maturity. The note is collateralized by substantially all of the assets of the Company. The agreement requires compliance with certain financial covenants. As of December 31, 2025 and 2024, the outstanding balance on the term loan notes payable was $2,170,440 and $2,490,083, respectively. For the years ended December 31, 2025 and 2024, the Company incurred interest expense of $128,965, and $146,422, respectively, which is included in the accompanying statements of operations.

As of December 31, 2025 and 2024, the fair value of the term loan was determined to be $2,050,571 and $2,328,133, respectively, assuming a market interest rate of 7.75% as the key input. Because the Company's term loans are not traded in an active market, the fair value of the term loan was estimated using a discounted cash flow analysis, which discounts the contractual cash flows of each instrument using market interest rates currently available to the Company for similar debt instruments with comparable maturities and credit profiles. Significant inputs utilized in the valuation included: a discount rate based on estimated market interest rates (benchmark interest rates) that reflect the yield expected by market participants for debt instruments with similar terms; the remaining maturity, and the Company’s current credit standing as well as any credit spread adjustment (if any) for the specific credit risk premium associated with the borrower. This approach is classified as Level 3 within the fair value hierarchy established under ASC 820, as the inputs are unobservable and require significant management judgment, including estimates of the Company's current incremental borrowing rate. The fair value is then derived by discounting the future scheduled cash flows (principal and interest). Changes in market interest rates, credit spreads, and the Company's own credit risk could cause the fair value of the term loans to differ materially from their carrying values in future periods.

Equipment Loan

On October 1, 2025, the Company entered into an equipment loan note payable of $281,900 with a financial institution that matures on October 1, 2035. The note bears interest at a base rate of 7.50%. The note requires monthly principal and interest payments, with the outstanding balance due upon maturity. The note is collateralized by substantially all of the assets of the Company. The agreement requires compliance with certain financial covenants. As of December 31, 2025, the outstanding balance on the equipment loan notes payable was $278,740. For the year ended December 31, 2025, the Company incurred interest expense of $3,524, which is included in the accompanying statements of operations.

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Below are the Company’s future term and equipment loan note payable payments as of December 31, 2025:

2026		$	357,325
2027			377,844
2028			399,351
2029			422,649
2030			447,029
Thereafter			444,982
Total			2,449,180
Less: current portion of notes payable			(357,325	)
Notes payable, net of current portion		$	2,091,855

Note 9 – Members’ Equity

General Structure and Governance

The Company's equity and operating governance are regulated by the provisions of its LLC Agreement. The Company has authorized and issued a single class of membership units and all holders of the membership units are referred to herein as “Members”. All issued units carry identical rights, privileges, preferences, restrictions, and voting capabilities. As of December 31, 2025, and 2024, the ownership of the Company was allocated between the four Members.

Capital Accounts and Allocations

The Company maintains an individual capital account for each Member. The following outlines some of the relevant terms of the LLC Agreement:

• Board of Directors: The board of directors (“Board”) is comprised of the three founding Members.

• Contributions: All Members have contributed initial contributions based on the LLC Agreement. Members are not obligated to make any additional contributions and any additional contributions that are made, require the written consent of all Members.

• Capital Accounts: Members are not entitled to interest on account of their contributions.

• Profits and Losses: Net income and net losses are allocated to the Members accounts at the end of each annual period, in proportion to their percentage of unit ownership.

• Distributions: Cash distributions, if and when determined by the board of directors, of available operating funds shall be made to the Members in proportion to their percentage of unit ownership, subject to the maintenance of sufficient working capital as determined by the Board.

• Management of the Company: Except as otherwise provided in the LLC Agreement, all decisions relating to the management of the Company, require the majority of the Board.

• Transfer of Member Interest: The Agreement places strict restrictions on the transferability of membership units. No member may sell, assign, pledge, or transfer units without the prior written consent of a majority of the other members. The remaining Members retain a right of first refusal to purchase any units offered for sale at fair market value before they can be transferred to a third party.

• Liquidating Proceeds: Upon winding up or liquidation of the Company, assets will be distributed first to satisfy Company liabilities, and then to members in accordance with their positive capital account balances.

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Distributions

During the years ended December 31, 2025 and 2024, the Company made distributions to the Members, amounting to $723,476 and $2,255,165, respectively. These distributions were made for income tax purposes, as permitted and under the LLC Agreement. The committee of the board of directors administrating the performance unit plan, at their sole discretion, deemed that these distributions were not considered to be a triggering event requiring a phantom distribution payment.

Note 10 – Employee Benefits and Compensation

The Company has a 401(k) plan covering all eligible employees meeting certain age requirements. The plan provides for safe harbor matching and discretionary contributions. The total contributions to the plan by the Company were $103,658 and $95,380, for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, there were no amounts of employer 401(k) contribution liabilities included in accrued expenses (compensation and benefits) on the balance sheets.

Performance Unit Awards

The Company provides performance unit awards, pursuant to the performance unit plan (“the Plan”) under which eligible employees and directors may be granted performance unit awards that provide the recipient the right to receive a phantom distribution payment, upon a qualified distribution to Members of the Company; or a cash payment upon the consummation of a qualifying change-in-control transaction. Performance unit awards do not represent equity or ownership interests in the Company and do not convey voting, distribution, or management rights. Payments would be based on the earned and non-forfeited performance units held by the award recipient. Performance unit awards generally vest over time based on the award recipients' continuous service over a contractual service period, ranging from three to five years. However unearned performance units generally vest upon the occurrence of a qualifying change-in-control transaction, provided that the participant remains in continuous service with the Company through the transaction.

Under the Plan, a participant is entitled to receive a phantom distribution cash payment equal to their individual dividend equivalent percentage multiplied by the amount of eligible distributions. Also under the Plan, a participant is entitled to receive a change-in-control cash payment equal to the fair market value of a membership interest in the Company, as defined in the plan agreement, multiplied by each participant’s individual dividend equivalent percentage.

A total of 1,255 performance unit awards were issued from 2017 to 2020, of which 830 performance units were earned and non-forfeitable (i.e., vested) as of December 31, 2025 and 2024. The Company has not recognized any compensation expense during the years ended December 31, 2025 and 2024, for the phantom distributions, as no qualifying distributions were made to any Members. The Company records a performance unit liability, included in accrued expenses in the accompanying balance sheets, at each period end for the estimated fair value of the change in control payment for vested awards with a corresponding adjustment to performance unit compensation costs in the accompanying statement of operations. The performance unit liability was estimated at each balance sheet date using Level 3 inputs in the fair value hierarchy; principally using a market-based approach based on a Company-specific EBITDA multiple calculated based on recent acquisition transactions and considering the EBITDA multiples of a set of comparable companies. The inputs included the following:

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● EBITDA of the Company for the years ended December 31, 2025, 2024 and 2023;

● The annual growth rate for the average EBITDA multiple of a set of comparable companies for the years ended December 31, 2025, 2024 and 2023. These multiples averaged 11.1, 12.4 and 14.7 for the years 2025, 2024 and 2023, respectively.

The Company has recognized compensation costs for the 830 vested performance units of $205,660 and ($218,299) for the years ended December 31, 2025 and 2024, respectively. The value of the estimated performance unit liability was as follows:

Balance at January 1, 2024		$	3,485,656
Change in estimated performance unit liability			(218,299	)
Balance at December 31, 2024			3,267,357
Change in estimated performance unit liability			205,660
Balance at December 31, 2025		$	3,473,017

Note 11 – Revenue

The Company disaggregates its revenue from the sale of goods to customers as E-commerce revenue, foodservice revenue, Brick & Mortar revenue, and Other. The Company has determined that disaggregating revenue into these categories best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

		December 31,
		2025				2024
E-commerce revenue		$	47,730,576			$	36,920,608
Foodservice revenue			11,995,938				11,063,875
Brick & mortar revenue			5,815,844				3,413,002
Other			262,593				654,006
Total sales, net		$	65,804,951			$	52,051,491

The Company’s revenues were generated from customers located in the United States. As of December 31, 2025, there were no aggregate amount of the transaction price allocated to unsatisfied performance obligations.

Note 12 – Income Taxes

The Company is organized as a limited liability company and has elected to be treated as an S-Corp for federal and state income tax purposes. Consequently, the Company pays no federal or state corporate income taxes. Instead, the Company's net taxable income or loss flows through directly to its individual members, who are responsible for reporting their respective shares of the Company’s taxable income or loss on their individual or corporate income tax returns.

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The Company evaluates its tax positions in accordance with ASC 740 and has determined uncertain tax positions exist as of December 31, 2025 and 2024. The following table summarizes the liability of uncertain tax positions that has been recognized at December 31, 2025 and 2024:

Balance at January 1, 2024		$	186,405
Changes in balances related to uncertain tax positions			274,354
Balance at December 31, 2024			460,759
Changes in balances related to uncertain tax positions			361,914
Balance at December 31, 2025		$	822,673

The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. As of December 31, 2025, and 2024, the Company had approximately $288,297 and $166,857 of accrued interest and penalties, respectively. The Company recognized interest and penalties of $121,440 and $95,237 in income tax expense in the accompanying statements of operations for the years ended December 31, 2025, and 2024, respectively.

Note 13 – Related Party Transactions

Chief Executive Officer (CEO)

On June 27, 2023, the Company entered into a member loan agreement with the Company’s CEO (related party) with a maturity date of June 30, 2024. The principal amount of the member loan was $210,000 with interest rate based on the prime rate plus 1.00% interest, which is paid-in-kind. The Company can make monthly payments of interest only on the outstanding principal balance commencing on July 1, 2023. The monthly interest payments will continue until the maturity date or until principal is fully repaid, whichever occurs first. The Company can choose to defer making interest payments and accrue interest payments to the principal balance for the term of the loan that will be repaid at the maturity date, which they have elected to do. The Company can repay the outstanding principal balance at any time without penalty.

On July 31, 2024, the Company modified the terms of the member loan agreement with the Company’s CEO for the following: extended the maturity date to July 31, 2025, the principal amount of the member loan was $801,186 with interest rate was based on prime rate, which is paid-in-kind. The Company can make monthly payments of interest only on the outstanding principal balance commencing on August 1, 2024. All other terms remained the same. The paid-in-kind interest will be accrued as part of the outstanding principal balance of the loan.

On July 31, 2025, the Company modified the terms of the member loan agreement with the Company’s CEO for the following: extended the maturity date to July 31, 2026 and the interest rate was set at 8.50% per annum, paid-in-kind, compounded on a quarterly basis. The Company can make monthly payments of interest only on the outstanding principal balance commencing on August 1, 2025. All other terms remained the same. The paid-in-kind interest will be accrued as part of the outstanding principal balance of the loan. As of December 31, 2025 and 2024, the outstanding balances on the CEO member loan were $872,285 and $830,143, respectively. For the years ended December 31, 2025 and 2024, the Company made payments to the member of $30,000 and $0, respectively. For the years ended December 31, 2025 and 2024, the Company recorded paid-in-kind interest of $74,890 and $38,728, respectively.

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Managing Partner

On August 19, 2024, the Company entered into a member loan agreement with the Company’s Managing Partner (related party) with a maturity date of August 19, 2025. The principal amount of the member loan was $250,000 with interest rate based on the prime rate, which is paid-in-kind. The Company can make monthly payments of interest only on the outstanding principal balance commencing on August 19, 2024. The monthly interest payments will continue until the maturity date or until principal is fully repaid, whichever occurs first. The Company can choose to defer making interest payments and accrue interest payments to the principal balance for the term of the loan that will be repaid at the maturity date, which they have elected to do. The Company can repay the outstanding principal balance at any time without penalty.

On August 19, 2025, the Company modified the terms of the member loan agreement with the Company’s Managing Partner for the following: extended the maturity date to August 19, 2026 and the interest rate was set at 8.50% per annum, paid-in-kind, compounded on a quarterly basis. The Company can make monthly payments of interest only on the outstanding principal balance commencing on August 19, 2025. The paid-in-kind interest will be accrued as part of the outstanding principal balance of the loan. As of December 31, 2025 and 2024, the outstanding balances on the Managing Partner member loan were $252,450 and $257,957. For the years ended December 31, 2025 and 2024, the Company made payments to the member of $31,105 and $0, respectively. For the years ended December 31, 2025 and 2024, the Company recorded paid-in-kind interest of $22,850 and $9,335, respectively.

Based on the nature of the member loans and economic substance of the transaction, the Company has presented the member loans as a liability, as the loans represent the Company’s financial obligations. Additionally, the transaction represented debt based on the Company’s formal written signed agreements and amendments with the members, terms of the arrangement, specific defined terms in the agreement with principal, interest, maturity date, and timing of loan payoff.

Bonus Payments

In December 2025 and 2024, bonus payments totaling $1,475,115 and $946,237, respectively, were made to the CEO and Managing Partner (the “Recipients”), which were recorded in selling, general and administrative expenses in the accompanying statement of operations. These payments were made to satisfy the safe-harbor withholding tax payments of the Recipients. Because the federal taxes were fully withheld from the payments, the net amount of the bonus payments received by the Recipients was $0 in both 2025 and 2024.

22

Note 14 – Commitments and Contingencies

In the normal course of operations, the Company may be subject to claims, possible claims, and litigations from customers, suppliers, and other parties. Although management believes that it has adequately provided for the matters identified, the final outcome with respect to these matters, or with respect to future matters, cannot be predicted with certainty; therefore, there can be no assurance that their resolution will not have a material adverse effect on the Company’s financial position or results of operations in a particular fiscal year.

Note 15 - Subsequent Events

The Company has evaluated subsequent events that have occurred after the balance sheet date of December 31, 2025, through July 6, 2026, the date these financial statements were available to be issued.

On April 21, 2026, pursuant to a Security Purchase Agreement between the Company, Superfoods Seller LLC and Laird Superfood, Inc. (“Laird”), the Company was acquired and became a wholly-owned subsidiary of Laird (the “Terrasoul Acquisition”). Laird is a public registrant in the United States that creates clean, functional foods, many of which incorporate adaptogens which may be beneficial in reducing stress, improving energy levels, enhancing mental performance, mood regulation, and immune system support. Laird’s primary products include (i) coffee creamers, (ii) coffee, tea, and hot chocolate products, (iii) hydration and beverage enhancing products, and (iv) snacks and other food items.

The aggregate consideration for the Terrasoul Acquisition consists of (i) $48,000,000 in cash paid at closing, subject to customary post-closing purchase price adjustments, and (ii) contingent consideration of up to $5,000,000 payable in cash upon the achievement of specified contribution margin performance milestones during the 2026 calendar year.

Upon the closing of the transaction, the Company repaid all of the then outstanding amounts due under the revolving line of credit, notes payable and member's loan debt balances, aggregating approximately $9,064,039. Additionally, payments were made to those individuals who held vested and non-forfeitable performance unit awards aggregating approximately $2,882,197.

23

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On March 12, 2026 (the “Navitas Closing Date”), Laird Superfood, Inc. (“Laird Superfood”, “Laird”, or the “Company”) completed its acquisition (the “Navitas Acquisition”) of (i) all of the issued and outstanding units of Navitas LLC from the Navitas Sellers (as defined herein) and (ii) all of the issued and outstanding capital stock of Global Superfoods Corp. (“GSC”) (Navitas LLC and GSC collectively, “ Navitas”) from Encore Consumer Capital Fund II, LP (“Encore”) for a purchase price of $38.5 million in cash, subject to customary purchase price adjustments, including a working capital adjustment, pursuant to that certain securities purchase agreement, dated December 21, 2025 (the “Navitas Acquisition Agreement”), by and among the Company, Encore, The Ira and Joanna Haber Family Trust, Dated October 5, 2015 (the “Haber Family Trust”), and Advantage Capital Agribusiness Partners, L.P. (“Advantage Capital” and, together with Encore and the Haber Family Trust, the “Navitas Sellers”). GSC is a holding company with no operations whose purpose is to hold units of Navitas.

On the Navitas Closing Date and concurrently with the closing of the Navitas Acquisition, the Company completed the private placement contemplated by that certain investment agreement, dated December 21, 2025 (as amended, the “Investment Agreement”), entered into by and among the Company, Gateway Superfood NSSIII Investment, LLC (“Gateway III”), and Gateway Superfood NSSIV Investment, LLC (“Gateway IV” and, together with Gateway III, the “Investor”), with the Investor being an affiliate of Nexus Capital Management LP (“Nexus”), pursuant to which the Investor purchased an aggregate of 50,000 initial shares (the “Initial Shares”) of Series A Preferred Stock (“Preferred Stock”) at a purchase price of $1,000 per share for gross proceeds of $50.0 million (the “Navitas Financing”). The Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock at an initial conversion of price of $3.57 (subject to certain customary anti-dilution adjustments), has a cumulative dividend at a rate of 5% per annum of the accumulated stated value, compounded quarterly, and votes on an as-converted basis with the Company’s common stock as a single class. Pursuant to the Investment Agreement, the Company had the option, until 270 days following the closing of the Navitas Financing (or, if on such 270th day the Company is engaged in discussions with one or more counterparties regarding a potential acquisition or other strategic transaction, 360 days), to require Nexus to purchase, upon the same terms, up to an additional 60,000 shares of Preferred Stock (the “Additional Shares”). The proceeds of the Additional Shares were required to be for a minimum of $25.0 million and required to be used for a substantially concurrent strategic transaction (with any remaining proceeds following such strategic transaction to be used for general corporate purposes).

On April 21, 2026 (the “Terrasoul Closing Date”), the Company completed its acquisition (the “Terrasoul Acquisition”) of all of the issued and outstanding equity interests of Terrasoul Superfoods, LLC (“Terrasoul”), from the Terrasoul Seller (as defined herein) pursuant to that certain securities purchase agreement, dated April 21, 2026 (the “Terrasoul Acquisition Agreement”), by and among the Company, Terrasoul, Superfoods Seller LLC (the “Terrasoul Seller”) and, solely for purposes of Section 8.16 of the Terrasoul Acquisition Agreement, the Guarantors set forth on Schedule 1 thereto. The Company acquired from the Terrasoul Seller all of the issued and outstanding equity interests of Terrasoul for (i) a purchase price of $48.0 million in cash, subject to customary purchase price adjustments, including a working capital adjustment, and (ii) contingent consideration of up to $5.0 million in cash based on the achievement of specified performance-based milestones following the Terrasoul Closing Date. The Terrasoul Acquisition closed concurrently with the execution of the Terrasoul Acquisition Agreement on the Terrasoul Closing Date.

On the Terrasoul Closing Date and concurrently with the closing of the Terrasoul Acquisition, the Company completed the issuance and sale of 60,000 additional shares of Preferred Stock (the “Additional Shares”) to the Investor at a purchase price of $1,000 per share for gross proceeds of $60.0 million, pursuant to the Investment Agreement (the “Terrasoul Financing”). The proceeds from the issuance of the Additional Shares were used to complete the Terrasoul Acquisition. Following the issuance of the Initial Shares and the Additional Shares, Nexus holds Preferred Stock convertible into 73.5% of the Company’s issued and outstanding common stock.

The Navitas Acquisition and the Terrasoul Acquisition are referred to herein collectively as the “Acquisitions”, and the Navitas Financing and the Terrasoul Financing are referred to herein collectively as the “Financings”.

The unaudited pro forma condensed combined financial information set forth below gives effect to the following transactions:

● the Navitas Acquisition;

● the Navitas Financing;

● the Terrasoul Acquisition; and

● the Terrasoul Financing.

1

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the Acquisitions and the Financings as if those transactions had been completed on December 31, 2025 and combines the consolidated balance sheet of the Company as of December 31, 2025 with Navitas’ consolidated balance sheet as of December 31, 2025 and Terrasoul’s balance sheet as of December 31, 2025.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 gives effect to the Acquisitions and the Financings as if those transactions had occurred on January 1, 2025 and combines the historical results of Laird, Navitas and Terrasoul. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the consolidated statement of operations of Laird for the year ended December 31, 2025, with Navitas’ consolidated statement of operations for the year ended December 31, 2025 and Terrasoul’s statement of operations for the year ended December 31, 2025.

The historical financial statements of the Company, Navitas and Terrasoul have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Acquisitions and the Financings, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company’s management believes are reasonable.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

● The accompanying notes to the unaudited pro forma condensed combined financial information;

● The historical audited financial statements of Laird Superfood as of and for the year ended December 31, 2025 and the related notes, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025;

● The historical audited financial statements of Navitas as of December 31, 2025; and

● The historical audited financial statements of Terrasoul as of December 31, 2025.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Acquisitions and the Financings had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company.

2

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2025

		(A)				(B)				(A) + (B) = (C)				(D)				(E)					(F)					(C) + (D) + (E) + (F) = (G)
		Laird Superfood Inc. As of December 31, 2025				Navitas Acquisition Pro Forma As of December 31, 2025 (Note 2)				Subtotal				Terrasoul Reclassified As of December 31, 2025 (Note 3A)				Terrasoul Acquisition Transaction Accounting Adjustments (Note 5)			Note		Terrasoul Financing Transaction Accounting Adjustments (Note 5)			Note		Pro Forma Combined
Assets
Current assets
Cash, cash equivalents, and restricted cash		$	5,320,600			$	6,570,748			$	11,891,348			$	1,466,576			$	(52,592,090	)	(a)		$	59,935,000		(j)		$	20,700,834
Accounts receivable, net			3,899,205				5,067,000				8,966,205				1,429,318				-					-					10,395,523
Inventory			7,782,169				8,790,700				16,572,869				14,831,888				71,000		(b)			-					31,475,757
Prepaid expenses and other current assets			1,838,683				356,883				2,195,566				806,268				-					-					3,001,834
Total current assets			18,840,657				20,785,331				39,625,988				18,534,050				(52,521,090	)				59,935,000					65,573,948
Property and equipment, net			41,203				103,800				145,003				2,583,199				-					-					2,728,202
Intangible assets, net			75,000				20,000,000				20,075,000				-				23,000,000		(c)			-					43,075,000
Goodwill			-				15,775,218				15,775,218				-				17,544,429		(d)			-					33,319,647
Related party license agreements			132,100				-				132,100				-				-					-					132,100
Right-of-use assets			128,877				471,300				600,177				3,419,681				(60,793	)	(e)			-					3,959,065
Other noncurrent assets			-				17,000				17,000				675				-					-					17,675
Total assets		$	19,217,837			$	57,152,649			$	76,370,486			$	24,537,605			$	(12,037,454	)			$	59,935,000				$	148,805,637
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		$	3,094,579			$	3,735,400			$	6,829,979			$	2,255,708			$	-				$	-				$	9,085,687
Accrued expenses			4,458,096				(57,566	)			4,400,530				5,007,330				-					-					9,407,860
Related party liabilities			46,500				-				46,500				1,124,735				(1,124,735	)	(f)			-					46,500
Lease liabilities, current portion			109,145				175,600				284,745				515,319				175,425		(e)			-					975,489
Line of credit			-				-				-				5,550,000				(5,550,000	)	(f)			-					-
Notes payable, current maturities			-				-				-				357,325				(357,325	)	(f)			-					-
Contingent consideration liability			-				-				-				-				4,070,000		(g)			-					4,070,000
Total current liabilities			7,708,320				3,853,434				11,561,754				14,810,417				(2,786,635	)				-					23,585,536
Lease liabilities			46,730				326,900				373,630				3,100,215				(432,071	)	(e)			-					3,041,774
Notes payable, net of current maturities			-				-				-				2,091,855				(2,091,855	)	(f)			-					-
Total liabilities			7,755,050				4,180,334				11,935,384				20,002,487				(5,310,561	)				-					26,627,310
Mezzanine equity
Series A preferred stock			-				49,560,437				49,560,437				-				-					59,935,000		(j)			109,495,437
Total mezzanine equity			-				49,560,437				49,560,437				-				-					59,935,000					109,495,437
Stockholders’ equity
Common stock			10,695				-				10,695				-				-					-					10,695
Additional paid-in capital			122,822,613				-				122,822,613				(2,524,441	)			2,524,441		(h)			-					122,822,613
Retained earnings (accumulated deficit)			(111,370,521	)			3,411,878				(107,958,643	)			7,059,559				(9,251,334	)	(i)			-					(110,150,418	)
Total stockholders’ equity			11,462,787				3,411,878				14,874,665				4,535,118				(6,726,893	)				-					12,682,890
Total liabilities, mezzanine equity, and stockholders’ equity		$	19,217,837			$	57,152,649			$	76,370,486			$	24,537,605			$	(12,037,454	)			$	59,935,000				$	148,805,637

See the accompanying notes to the unaudited pro forma condensed combined financial information.

3

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2025

		(A)				(B)				(A) + (B) = (C)				(D)				(E)					(F)					(C) + (D) + (E) + (F) = (G)
		Laird Superfood Inc. For the Year Ended December 31, 2025				Navitas Acquisition Pro Forma For the Year Ended December 31, 2025 (Note 2)				Subtotal				Terrasoul Historical Reclassified For the Year Ended December 31, 2025 (Note 3B)				Terrasoul Acquisition Transaction Accounting Adjustments (Note 6)			Note		Terrasoul Financing Transaction Accounting Adjustments (Note 6)			Note		Pro Forma Combined
Sales, net		$	49,889,286			$	45,284,000			$	95,173,286			$	65,804,951			$	-				$	-				$	160,978,237
Cost of goods sold			(30,978,702	)			(31,220,800	)			(62,199,502	)			(48,193,094	)			(291,000	)	(a)			-					(110,683,596	)
Gross profit			18,910,584				14,063,200				32,973,784				17,611,857				(291,000	)				-					50,294,641
General and administrative
Salaries, wages, and benefits			4,456,236				4,333,155				8,789,391				4,291,222				-					-					13,080,613
Other general and administrative			5,770,409				3,403,142				9,173,551				978,496				2,191,775		(b)			-					12,343,822
Total general and administrative expenses			10,226,645				7,736,297				17,962,942				5,269,718				2,191,775					-					25,424,435
Sales and marketing
Marketing and advertising			7,436,124				3,809,605				11,245,729				1,991,314				1,920,000		(c)			-					15,157,043
Selling			4,352,110				3,040,853				7,392,963				5,828,703				270,000		(d)			-					13,491,666
Related party marketing agreements			309,805				-				309,805				-				-					-					309,805
Total sales and marketing expenses			12,098,039				6,850,458				18,948,497				7,820,017				2,190,000					-					28,958,514
Total operating expenses			22,324,684				14,586,755				36,911,439				13,089,735				4,381,775					-					54,382,949
Operating income (loss)			(3,414,100	)			(523,555	)			(3,937,655	)			4,522,122				(4,672,775	)				-					(4,088,308	)
Other income (expense)			182,635				742,200				924,835				(451,799	)			449,361		(e)			-					922,397
Income (loss) before income taxes			(3,231,465	)			218,645				(3,012,820	)			4,070,323				(4,223,414	)				-					(3,165,911	)
Income tax (expense) benefit			(20,746	)			4,185,533				4,164,787				(374,665	)			-					-					3,790,122
Net income (loss)			(3,252,211	)			4,404,178				1,151,967				3,695,658				(4,223,414	)				-					624,211
Dividends on redeemable preferred stock			-				2,547,267				2,547,267				-				-					3,056,720		(f)			5,603,987
Net income (loss) available to the common stockholders		$	(3,252,211	)		$	1,856,911			$	(1,395,300	)		$	3,695,658			$	(4,223,414	)			$	(3,056,720	)			$	(4,979,776	)
Net loss per share:
Basic and diluted		$	(0.31	)																								$	(0.47	)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted			10,554,211																										10,554,211

See the accompanying notes to the unaudited pro forma condensed combined financial information.

4

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.

The Company, Navitas’ and Terrasoul’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2 and Note 3, certain reclassifications were made to align the Company, Navitas’ and Terrasoul’s financial statement presentation. The Company is currently in the process of evaluating Navitas’ and Terrasoul’s accounting policies as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the Company, Navitas and Terrasoul. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Navitas’ and Terrasoul’s financial statements to the accounting policies used by the Company.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, presented herein, are based on the historical financial statements of the Company, Navitas, and Terrasoul.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, is presented as if the Acquisitions and the Financings had occurred on December 31, 2025, and combines the historical balance sheet of the Company as of December 31, 2025, with the historical balance sheets of Navitas and Terrasoul as of December 31, 2025.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 has been prepared as if the Acquisitions and Financings had occurred on January 1, 2025, and combines the Company’s historical statement of operations for the year ended December 31, 2025 with Navitas’ and Terrasoul’s historical statements of operations for the year ended December 31, 2025.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dissynergies, operating efficiencies or cost savings that may result from the Acquisitions, or any acquisition and integration costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The Company is not aware of any material transactions between the Company and Navitas nor the Company and Terrasoul during the periods presented. Accordingly, adjustments to eliminate transactions between the Company and Navitas and the Company and Terrasoul have not been reflected in the unaudited pro forma condensed combined financial information.

The Acquisitions are being accounted for as business combinations using the acquisition method with the Company as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). In accordance with ASC 805, the purchase consideration, the assets acquired, and the liabilities assumed in each of the Acquisitions are recorded based upon their estimated fair values at the date of completion of the respective Acquisitions. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed are recorded as goodwill.

The pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. For purposes of the unaudited pro forma condensed combined balance sheet, the amounts of the estimated purchase consideration, the assets acquired, and liabilities assumed of Navitas and Terrasoul are based upon management’s preliminary estimate of their fair values. The Company has not completed the valuation analyses and calculations in sufficient detail necessary to arrive at the required estimates of the fair value of the assets to be acquired or liabilities assumed. Accordingly, the estimated fair values reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value as additional information becomes available and as additional analyses are performed. The pro forma adjustments represent Laird Superfood management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

5

Note 2 – Adjustments for the Navitas Acquisition and Navitas Financing

Refer to the table below for adjustments related to Navitas Acquisition and Navitas Financing as of December 31, 2025.

		Navitas Historical Reclassified As of December 31, 2025 (Note 2A)				Navitas Acquisition Transaction Accounting Adjustments			Note 2(D)		Navitas Financing Transaction Accounting Adjustments			Note 2(D)		Navitas Acquisition Pro Forma As of December 31, 2025
Assets
Current assets
Cash, cash equivalents, and restricted cash		$	158,600			$	(43,148,289	)	(I)		$	49,560,437		(XI)		$	6,570,748
Accounts receivable, net			5,067,000				-					-					5,067,000
Inventory			8,661,700				129,000		(II)			-					8,790,700
Prepaid expenses and other current assets			595,400				-					(238,517	)	(XI)			356,883
Total current assets			14,482,700				(43,019,289	)				49,321,920					20,785,331
Property and equipment, net			103,800				-					-					103,800
Intangible assets, net			13,150,900				6,849,100		(III)			-					20,000,000
Goodwill			18,498,700				(2,723,482	)	(IV)			-					15,775,218
Right-of-use assets			471,300				-					-					471,300
Other noncurrent assets			17,000				-					-					17,000
Total assets		$	46,724,400			$	(38,893,671	)			$	49,321,920				$	57,152,649
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable			3,735,400				-					-					3,735,400
Accrued expenses			1,756,200				(1,575,249	)	(V)			(238,517	)	(XI)			(57,566	)
Lease liabilities, current portion			175,600				-					-					175,600
Line of credit			2,000,000				(2,000,000	)	(VI)			-					-
Notes payable, current maturities			7,443,900				(7,443,900	)	(VI)			-					-
Total current liabilities			15,111,100				(11,019,149	)				(238,517	)				3,853,434
Lease liabilities			326,900				-					-					326,900
Deferred tax liability			1,923,600				(1,923,600	)	(VII)			-					-
Total liabilities			17,361,600				(12,942,749	)				(238,517	)				4,180,334
Mezzanine equity
Redeemable non-controlling interest			77,000				(77,000	)	(VIII)			-					-
Series A preferred stock			-				-					49,560,437		(XI)			49,560,437
Total mezzanine equity			77,000				(77,000	)				49,560,437					49,560,437
Stockholders’ equity
Common stock			-				-					-					-
Additional paid-in capital			22,414,600				(22,414,600	)	(IX)			-					-
Retained earnings (accumulated deficit)			6,830,800				(3,418,922	)	(X)			-					3,411,878
Non-controlling interest			40,400				(40,400	)	(VIII)			-					-
Total stockholders’ equity			29,285,800				(25,873,922	)				-					3,411,878
Total liabilities, mezzanine equity, and stockholders’ equity		$	46,724,400			$	(38,893,671	)			$	49,321,920				$	57,152,649

6

Refer to the table below for adjustments related to Navitas Acquisition and Navitas Financing for the year ended December 31, 2025:

		Navitas Historical Reclassified For the Year Ended December 31, 2025 (Note 2B)				Navitas Acquisition Transaction Accounting Adjustments			Note 2(E)		Navitas Financing Transaction Accounting Adjustments			Note 2(E)		Navitas Acquisition Pro Forma For the Year Ended December 31, 2025
Sales, net		$	45,284,000			$	-				$	-				$	45,284,000
Cost of goods sold			(30,891,800	)			(329,000	)	(I)			-					(31,220,800	)
Gross profit			14,392,200				(329,000	)				-					14,063,200
General and administrative
Salaries, wages, and benefits			4,333,155				-					-					4,333,155
Other general and administrative			2,069,687				1,333,455		(II)			-					3,403,142
Total general and administrative expenses			6,402,842				1,333,455					-					7,736,297
Sales and marketing
Marketing and advertising			3,024,105				785,500		(III)			-					3,809,605
Selling			2,640,853				400,000		(IV)			-					3,040,853
Related party marketing agreements			-				-					-					-
Total sales and marketing expenses			5,664,958				1,185,500					-					6,850,458
Total operating expenses			12,067,800				2,518,955					-					14,586,755
Operating income (loss)			2,324,400				(2,847,955	)				-					(523,555	)
Other income (expense)			(180,800	)			923,000		(V)			-					742,200
Income (loss) before income taxes			2,143,600				(1,924,955	)				-					218,645
Income tax (expense) benefit			(559,800	)			4,745,333		(VI)			-					4,185,533
Net income (loss)			1,583,800				2,820,378					-					4,404,178
Dividends on redeemable preferred stock			-				-					2,547,267		(VII)			2,547,267
Net income (loss) available to the common stockholders		$	1,583,800			$	2,820,378				$	(2,547,267	)			$	1,856,911

7

During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Navitas’ financial information to identify differences in financial statement presentation as compared to the presentation of the Company. Certain reclassification adjustments have been made to conform Navitas’ historical financial statement presentation to the Company’s financial statement presentation. Following the closing of the Navitas Acquisition, the combined company is in the process of finalizing the review of the reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

A) Refer to the table below for a summary of changes made to financial statement line item captions to present Navitas’ balance sheet as of December 31, 2025 to conform with that of the Company’s:

Presentation in Navitas Historical Financial Statements		Presentation in Unaudited Pro Forma Condensed Combined Financial Information		Navitas Consolidated Balances As of December 31, 2025		Reclassifications		Navitas Reclassified As of December 31, 2025
Cash and cash equivalents		Cash, cash equivalents, and restricted cash	$	158,600	$	-	$	158,600
Accounts receivable, net of allowance for credit losses		Accounts receivable, net		5,067,000		-		5,067,000
Inventories		Inventory		8,661,700		-		8,661,700
Prepaid expenses and other current assets		Prepaid expenses and other current assets		595,400		-		595,400
Property and equipment, net		Property and equipment, net		103,800		-		103,800
Intangible assets, net		Intangible assets, net		13,150,900		-		13,150,900
Goodwill		Goodwill		18,498,700		-		18,498,700
Operating right-of-use assets		Right-of-use assets		471,300		-		471,300
Other assets		Other noncurrent assets		17,000		-		17,000
Accounts payable		Accounts payable		3,735,400		-		3,735,400
Accrued liabilities		Accrued expenses		1,756,200		-		1,756,200
Operating lease liabilities, current maturities		Lease liabilities, current portion		175,600		-		175,600
Line of credit		Line of credit		2,000,000		-		2,000,000
Notes payable, current maturities		Notes payable, current maturities		7,443,900		-		7,443,900
Operating lease liabilities, net of current maturities		Lease liabilities		326,900		-		326,900
Deferred tax liability		Deferred tax liabilities		1,923,600		-		1,923,600
Redeemable non-controlling interests		Redeemable non-controlling interest		77,000		-		77,000
Common stock		Common stock		-		-		-
Additional paid-in capital		Additional paid-in capital		22,414,600		-		22,414,600
Retained earnings		Retained earnings (accumulated deficit)		6,830,800		-		6,830,800
Non-controlling interests		Non-controlling interest		40,400		-		40,400

8

B) Refer to the table below for a summary of reclassification adjustments made to present Navitas’ statement of operations for the year ended December 31, 2025 to conform with that of the Company’s:

Presentation in Navitas Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Financial Statements		Navitas Consolidated Amounts For the Year Ended December 31, 2025				Reclassifications				Note				Navitas Reclassified For the Year Ended December 31, 2025
Net sales	Sales, net		$	45,284,000			$	-							$	45,284,000
Cost of sales	Cost of goods sold			30,891,800				-								30,891,800
Selling, general, and administrative				11,100,900				(11,100,900	)			(1	)			-
Depreciation and amortization				783,400				(783,400	)			(2	)			-
Other				183,500				(183,500	)			(3	)			-
	Salaries, wages, and benefits			-				4,333,155				(1	)			4,333,155
	Other general and administrative			-				2,069,687				(1	), (2), (3)			2,069,687
	Marketing and advertising			-				3,024,105				(1	), (2)			3,024,105
	Selling			-				2,640,853				(1	)			2,640,853
Interest expense				(923,000	)			923,000				(4	)			-
Other income, net				742,200				(742,200	)			(4	)			-
	Other income (expense)			-				(180,800	)			(4	)			(180,800	)
Income tax expense (benefit)	Income tax expense			559,800				-								559,800

(1) Reclassification of selling, general, and administrative for $11,100,900 to salaries, wages, and benefits for $4,333,155, to other general and administrative for $1,817,287, to marketing and advertising for $2,309,605, and to selling for $2,640,853.

(2) Reclassification of depreciation and amortization for $783,400 to other general and administrative for $68,900 and to marketing and advertising for $714,500.

(3) Reclassification of other to other general and administrative.

(4) Reclassification of interest expense and other income, net to other income (expense).

9

C) Preliminary Acquisition Accounting for the Navitas Acquisition

Navitas Estimated Aggregate Purchase Consideration

The preliminary estimated aggregate purchase consideration for the Navitas Acquisition is $40,881,978 and consists primarily of cash paid to Sellers, including amounts paid to settle Navitas’ outstanding debt and Navitas Sellers’ transaction costs.

Navitas Preliminary Aggregate Purchase Consideration Allocation

The assumed accounting for the Navitas Acquisition, including the preliminary aggregate purchase consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Navitas, the Company performed preliminary valuation analyses for certain intangible assets based on information currently available. The preliminary fair value estimates for identified intangible assets were developed using market participant assumptions and valuation methodologies appropriate for the nature of the assets acquired, including primarily income-based approaches, with consideration of market-based and cost-based approaches where applicable. The Company also considered publicly available benchmarking information in developing these estimates. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. The purchase price adjustments relating to Navitas and the Company combined financial information are preliminary and subject to change, as additional information becomes available and as additional analyses are performed.  

The following table summarizes the preliminary aggregate purchase consideration, the assets acquired and the liabilities assumed, as if the Navitas Acquisition had been completed on December 31, 2025:

		Amount
Preliminary estimated aggregate purchase consideration		$	40,881,978
Assets acquired:
Cash, cash equivalents, and restricted cash			158,600
Accounts receivable			5,067,000
Inventory (i)			8,790,700
Prepaid expenses and other current assets			595,400
Property and equipment			103,800
Intangible assets (ii)			20,000,000
Right-of-use assets			471,300
Other noncurrent assets			17,000
Total assets acquired:		$	35,203,800
Liabilities assumed:
Accounts payable			3,735,400
Accrued expenses			1,113,807
Lease liabilities, current portion			175,600
Lease liabilities			326,900
Deferred tax liability			4,745,333
Total liabilities assumed:			10,097,040
Net assets acquired			25,106,760
Goodwill		$	15,775,218

(i) The unaudited pro forma condensed combined balance sheet has been adjusted to record Navitas’ inventories at a preliminary fair value of approximately $8,790,700, an increase of $129,000 from the carrying value. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 has been adjusted to recognize additional cost of goods sold related to the increased basis. The additional costs are not anticipated to affect the condensed combined statement of operations beyond twelve months after the closing of the Navitas Acquisition.

(ii) Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following:

10

		Preliminary Estimated Fair Value			Estimated Useful Life
Brand name		$	15,000,000		10 years
Distributor relationships			4,000,000		10 years
Product portfolio			1,000,000		5 years
Total preliminary estimated fair value of intangible assets acquired		$	20,000,000

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of $210,000 for the year ended December 31, 2025. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Navitas Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

D) Navitas Acquisition and Navitas Financing Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Adjustments included in the Navitas Acquisition Transaction Accounting Adjustments column and Navitas Financing Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025 are as follows: 

Navitas Acquisition Transaction Accounting Adjustments

(I) The change in cash and cash equivalents was determined as follows:

		Amount
Preliminary estimated aggregate purchase consideration		$	(40,881,978	)
Estimated payment of the Company’s acquisition transaction costs (i)			(2,266,311	)
Net pro forma Navitas Acquisition transaction accounting adjustment to cash and cash equivalents		$	(43,148,289	)

(i) Represents the Company's total estimated advisory, legal, and other transaction-related expenses related to the Navitas Acquisition. During the year ended December 31, 2025, the Company recognized and accrued for approximately $932,856 of transaction-related expenses in the Company's historical consolidated statement of operation.

(II) Reflects the preliminary purchase accounting adjustment for inventory based on the acquisition method of accounting as follows:

		Amount
Elimination of Navitas’ inventory carrying value		$	(8,661,700	)
Preliminary fair value of acquired inventory			8,790,700
Net pro forma Navitas Acquisition transaction accounting adjustments to inventory		$	129,000

11

(III) Reflects the preliminary purchase accounting adjustment for acquired intangible assets from the Navitas Acquisition based on the acquisition method of accounting as shown below. Refer above for additional information on the acquired intangible assets expected to be recognized.

		Amount
Elimination of Navitas’ intangible assets carrying value		$	(13,150,900	)
Preliminary fair value of acquired intangible assets			20,000,000
Net pro forma Navitas Acquisition transaction accounting adjustment to intangible assets		$	6,849,100

(IV) Reflects the preliminary purchase accounting adjustment for goodwill for estimated acquisition consideration in excess of the fair value of the net assets acquired as follows:

		Amount
Elimination of Navitas’ historical goodwill		$	(18,498,700	)
Preliminary estimate of goodwill from the Navitas Acquisition			15,775,218
Net pro forma Navitas Acquisition transaction accounting adjustment to goodwill		$	(2,723,482	)

(V) The change in accrued expenses was determined as follows:

		Amount
Estimated payment of the Company's accrued acquisition transaction costs (i)		$	(932,856	)
Settlement of Navitas Sellers’ transaction costs accrued (ii)			(642,393	)
Net pro forma Navitas Acquisition transaction accounting adjustment to accrued expenses		$	(1,575,249	)

(i) Represents the portion of the Company's advisory, legal, and other transaction-related expenses related to the Navitas Acquisition that were accrued as of December 31, 2025.

(ii) Represents the settlement of Navitas Sellers’ accrued transaction costs, which were paid by the Company upon the closing of the Navitas Acquisition.

(VI) Reflects the cash settlement of Navitas’ line of credit and notes payable that were paid by the Company upon the closing of the Navitas Acquisition.

(VII) Reflects the adjustment to net Navitas’ deferred tax liability with the Company’s deferred tax assets and the corresponding release of the Company’s valuation allowance, as the acquired deferred tax liability provides a source of income to realize a portion of the Company’s deferred tax assets.

(VIII) Reflects the elimination of non-controlling interests attributable to certain membership interests of Navitas LLC resulting from the Company’s acquisition of all issued and outstanding equity interests in Navitas.

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(IX) Reflects the elimination of historical additional paid-in capital of Navitas.

(X) The change in retained earnings (accumulated deficit) was determined as follows:

		Amount
Elimination of Navitas’ historical retained earnings		$	(6,830,800	)
Company’s estimated acquisition transaction-related expense (i)			(1,333,455	)
Release of the Company’s valuation allowance (ii)			4,745,333
Net pro forma Navitas Acquisition transaction accounting adjustment to retained earnings (accumulated deficit)		$	(3,418,922	)

(i) Represents the Company's incremental estimated advisory, legal, and other transaction-related expenses related to the Navitas Acquisition that are not reflected in the historical financial statements and reflected as an adjustment through accumulated deficit. During the year ended December 31, 2025, the Company recognized approximately $932,856 of transaction-related expenses in the Company's consolidated statement of operation.

(ii) Represents the release of the Company’s valuation allowance due to the acquired deferred tax liability available as a source of income to realize a portion of the Company’s deferred tax assets.

Navitas Financing Transaction Accounting Adjustment

(XI) Reflects the issuance of 50,000 Initial Shares of Preferred Stock in the Navitas Financing as shown below. The holders of the Preferred Stock will have the right to require the Company to redeem the Preferred Stock in certain circumstances, and therefore, the Initial Shares of Preferred Stock are reflected in mezzanine equity.

		Amount
Issuance of Preferred Stock		$	50,000,000
Less: equity issuance costs (i)			(439,563	)
Net pro forma Navitas Financing transaction accounting adjustment to Series A preferred stock		$	49,560,437

(i) Represents the estimated amount of equity issuance costs related to the Navitas Financing. During the year ended December 31, 2025, the Company deferred and accrued for approximately $238,517. The adjustment also reflects this decrease in accrued expenses.

E) Navitas Acquisition and Navitas Financing Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations

Adjustments included in the Navitas Acquisition Transaction Accounting Adjustments column and Navitas Financing Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 are as follows: 

13

Navitas Acquisition Transaction Accounting Adjustments

(I) Reflects the increase in cost of goods sold as follows:

		Amount
Amortization of certain intangible assets (i)		$	200,000
Recognition of cost of goods sold upon sale of inventory (ii)			129,000
Net pro forma Navitas Acquisition transaction accounting adjustment to cost of goods sold		$	329,000

(i) Represents amortization of the estimated fair value of the product portfolio intangible asset acquired in the Navitas Acquisition.

(ii) Represents the step up in inventory to estimated fair value for the Navitas Acquisition. The inventory is expected to be sold during the first year after the closing of the Navitas Acquisition.

(II) Reflects the adjustment to other general and administrative associated with the Company's incremental estimated advisory, legal, and other transaction-related expenses related to the Navitas Acquisition that are not reflected in the historical financial statements. During the year ended December 31, 2025, the Company recognized approximately $932,856 of transaction-related expenses in the Company's historical consolidated statement of operation.

(III) Reflects the adjustment to marketing and advertising associated with the amortization of the estimated fair value of the brand name intangible asset acquired in the Navitas Acquisition as follows:

		Amount
Elimination of Navitas’ historical brand name amortization		$	(714,500	)
Amortization of acquired brand name intangible asset			1,500,000
Net pro forma Navitas Acquisition transaction accounting adjustment to marketing and advertising		$	785,500

(IV) Reflects the adjustment to selling associated with the amortization of the estimated fair value of the distributor relationships intangible asset acquired in the Navitas Acquisition.

(V) Reflects the elimination of Navitas’ historical interest expense for the year ended December 31, 2025 resulting from the Company’s repayment of Navitas’ line of credit and notes payable at the closing of the Navitas Acquisition.

(VI) Reflects the estimated income tax benefit recognized at the closing of the Navitas Acquisition resulting from the release of the Company’s valuation allowance, driven by the acquired deferred tax liability available as a source of income to realize a portion of the Company’s deferred tax assets.

Navitas Financing Transaction Accounting Adjustment

(VII) Reflects the adjustment to record the dividends to holders of the Preferred Stock, which accrue dividends at a 5% annual rate, compounded on a quarterly basis.

Note 3 – Reclassification Adjustments for the Terrasoul Acquisition

During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Terrasoul’s financial information to identify differences in financial statement presentation as compared to the presentation of the Company. Certain reclassification adjustments have been made to conform Terrasoul’s historical financial statement presentation to the Company’s financial statement presentation. Following the closing of the Terrasoul Acquisition, the combined company is in the process of finalizing the review of the reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

14

A) Refer to the table below for a summary of changes made to financial statement line item captions to present Terrasoul’s balance sheet as of December 31, 2025 to conform with that of the Company’s:

Presentation in Terrasoul Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Financial Information		Terrasoul Balances As of December 31, 2025				Reclassifications				Terrasoul Reclassified As of December 31, 2025
Cash and cash equivalents	Cash, cash equivalents, and restricted cash		$	1,466,576			$	-			$	1,466,576
Accounts receivable, net	Accounts receivable, net			1,429,318				-				1,429,318
Inventories, net	Inventory			14,831,888				-				14,831,888
Prepaid expenses and other current assets	Prepaid expenses and other current assets			806,268				-				806,268
Property and equipment, net	Property and equipment, net			2,583,199				-				2,583,199
Operating lease right-of-use assets	Right-of-use assets			3,419,681				-				3,419,681
Other assets	Other noncurrent assets			675				-				675
Accounts payable	Accounts payable			2,255,708				-				2,255,708
Accrued expenses	Accrued expenses			5,007,330				-				5,007,330
Operating lease liabilities, current portion	Lease liabilities, current portion			515,319				-				515,319
Member loans	Related party liabilities			1,124,735				-				1,124,735
Revolving line of credit	Line of credit			5,550,000				-				5,550,000
Notes payable, current portion	Notes payable, current maturities			357,325				-				357,325
Operating lease liabilities, non-current portion	Lease liabilities			3,100,215				-				3,100,215
Notes payable, non-current portion	Notes payable, net of current maturities			2,091,855				-				2,091,855
Members' deficit	Additional paid-in capital			(2,524,441	)			-				(2,524,441	)
Retained earnings	Retained earnings (accumulated deficit)			7,059,559				-				7,059,559

15

B) Refer to the table below for a summary of reclassification adjustments made to present Terrasoul’s statement of operations for the year ended December 31, 2025 to conform with that of the Company’s:

Presentation in Terrasoul Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Financial Statements		Terrasoul Amounts For the Year Ended December 31, 2025				Reclassifications				Note				Terrasoul Reclassified For the Year Ended December 31, 2025
Sales, net	Sales, net		$	65,804,951			$	-							$	65,804,951
Cost of sales (including depreciation and amortization)	Cost of goods sold			48,193,094				-								48,193,094
Selling, general and administrative				12,810,071				(12,810,071	)			(1	)			-
Performance unit compensation cost				205,660				(205,660	)			(2	)			-
Depreciation and amortization				74,004				(74,004	)			(3	)			-
	Salaries, wages, and benefits			-				4,291,222				(1	), (2)			4,291,222
	Other general and administrative			-				978,496				(1	), (3)			978,496
	Marketing and advertising			-				1,991,314				(1	)			1,991,314
	Selling			-				5,828,703				(1	)			5,828,703
Interest expense				(449,361	)			449,361				(4	)			-
Other income (expense)	Other income (expense)			(2,438	)			(449,361	)			(4	)			(451,799	)
Income tax expense	Income tax (expense) benefit			(374,665	)			-								(374,665	)

(1) Reclassification of selling, general and administrative for $12,810,071 to salaries, wages and benefits for $4,085,562, to other general and administrative for $904,492, to marketing and advertising for $1,991,314, and to selling for $5,828,703.

(2) Reclassification of performance unit compensation cost to salaries, wages and benefits.

(3) Reclassification of depreciation and amortization to other general and administrative.

(4) Reclassification of interest expense to other income (expense).

Note 4 – Preliminary Acquisition Accounting for the Terrasoul Acquisition

Terrasoul Estimated Aggregate Purchase Consideration

The following table summarizes the preliminary estimated aggregate purchase consideration for the Terrasoul Acquisition:

		Amount
Estimated cash paid to Terrasoul Sellers (i)		$	50,400,315
Estimated fair value of earnout consideration (ii)			4,070,000
Preliminary estimated aggregate purchase consideration		$	54,470,315

(i) Represents the cash consideration paid for the Terrasoul Acquisition, including amounts paid to settle Terrasoul’s outstanding debt and Terrasoul Seller transaction costs.

(ii) Represents the preliminary fair value of the contingent consideration payable to the Terrasoul Seller. Pursuant to the Terrasoul Acquisition Agreement, the Company will pay the Terrasoul Seller up to $5 million in cash based on the achievement of certain 2026 Contribution Margin (as defined in the Terrasoul Acquisition Agreement) thresholds during the calendar year 2026.

16

Terrasoul Preliminary Aggregate Purchase Consideration Allocation

The assumed accounting for the Terrasoul Acquisition, including the preliminary aggregate purchase consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Terrasoul, the Company performed preliminary valuation analyses for certain intangible assets based on information currently available. The preliminary fair value estimates for identified intangible assets were developed using market participant assumptions and valuation methodologies appropriate for the nature of the assets acquired, including primarily income-based approaches, with consideration of market-based and cost-based approaches where applicable. The Company also considered publicly available benchmarking information in developing these estimates. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. The purchase price adjustments relating to Terrasoul and the Company combined financial information are preliminary and subject to change, as additional information becomes available and as additional analyses are performed.  

The following table summarizes the preliminary aggregate purchase consideration, the assets acquired and the liabilities assumed, as if the Terrasoul Acquisition had been completed on December 31, 2025:

		Amount
Preliminary estimated aggregate purchase consideration		$	54,470,315
Assets acquired:
Cash, cash equivalents, and restricted cash			1,466,576
Accounts receivable			1,429,318
Inventory (i)			14,902,888
Prepaid expenses and other current assets			806,268
Property and equipment			2,583,199
Intangible assets (ii)			23,000,000
Right-of-use assets			3,358,888
Other noncurrent assets			675
Total assets acquired:		$	47,547,812
Liabilities assumed:
Accounts payable			2,255,708
Accrued expenses			5,007,330
Lease liabilities, current portion			690,744
Lease liabilities			2,668,144
Total liabilities assumed:			10,621,926
Net assets acquired			36,925,886
Goodwill		$	17,544,429

(i) The unaudited pro forma condensed combined balance sheet has been adjusted to record Terrasoul’s inventories at a preliminary fair value of approximately $14,902,888, an increase of $71,000 from the carrying value. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 has been adjusted to recognize additional cost of goods sold related to the increased basis. The additional costs are not anticipated to affect the condensed combined statement of operations beyond twelve months after the closing of the Terrasoul Acquisition.

(ii) Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following:

17

		Preliminary Estimated Fair Value				Estimated Useful Life
Distributor and foodservice relationships		$	2,700,000				10
Brand name			19,200,000				10
Product portfolio			1,100,000				5
Total preliminary estimated fair value of intangible assets acquired		$	23,000,000

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of $241,000 for the year ended December 31, 2025. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Terrasoul Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

Note 5 – Pro Forma Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Adjustments included in the Terrasoul Acquisition Transaction Accounting Adjustments column and the Terrasoul Financing Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025 are as follows: 

Terrasoul Acquisition Transaction Accounting Adjustments

(a) The change in cash and cash equivalents was determined as follows:

		Amount
Preliminary estimated aggregate purchase consideration		$	(50,400,315	)
Estimated payment of the Company’s acquisition transaction costs (i)			(2,191,775	)
Net pro forma Terrasoul Acquisition transaction accounting adjustment to cash and cash equivalents		$	(52,592,090	)

(i) Represents the Company's total estimated advisory, legal, and other transaction-related expenses related to the Terrasoul Acquisition.

(b) Reflects the preliminary purchase accounting adjustment for inventory based on the acquisition method of accounting as follows:

		Amount
Elimination of Terrasoul’s inventory carrying value		$	(14,831,888	)
Preliminary fair value of acquired inventory			14,902,888
Net pro forma Terrasoul Acquisition transaction accounting adjustments to inventory		$	71,000

(c) Reflects the preliminary purchase accounting adjustment for acquired intangible assets for the Terrasoul Acquisition based on the acquisition method of accounting. Refer to Note 4 above for additional information on the acquired intangible assets expected to be recognized.

(d) Reflects the preliminary purchase accounting adjustment for goodwill for estimated acquisition consideration in excess of the fair value of the net assets acquired in the Terrasoul Acquisition. Refer to Note 4 above.

(e) Reflects the estimated adjustment to right-of-use assets, lease liabilities, current portion, and lease liabilities based on the Company’s remeasurement of Terrasoul’s operating lease as of the Terrasoul Closing Date.

.

18

(f) Reflects the cash settlement of Terrasoul’s related party loans, line of credit, and notes payable that were paid by the Company upon the closing of the Terrasoul Acquisition. These amounts are included in “Estimated cash paid to Terrasoul Sellers (i)” in Note 4 above.

(g) Reflects the fair value of the contingent consideration that is expected to be recorded as a liability as of the closing date of the Terrasoul Acquisition. Refer to Note 4 above.

(h) Reflects the elimination of historical additional paid-in capital of Terrasoul.

(i) The change in retained earnings (accumulated deficit) was determined as follows:

		Amount
Elimination of Terrasoul’s historical retained earnings		$	(7,059,559	)
Company’s estimated acquisition transaction-related expense (i)			(2,191,775	)
Net pro forma Terrasoul Acquisition transaction accounting adjustment to retained earnings (accumulated deficit)		$	(9,251,334	)

(i) Represents the Company's incremental estimated advisory, legal, and other transaction-related expenses related to the Terrasoul Acquisition that are not reflected in the historical financial statements and reflected as an adjustment through accumulated deficit.

Terrasoul Financing Transaction Accounting Adjustment

(j) Reflects the issuance of 60,000 Additional Shares of Preferred Stock in the Terrasoul Financing as shown below. The holders of the Preferred Stock will have the right to require the Company to redeem the Preferred Stock in certain circumstances, and therefore, the Additional Shares of Preferred Stock are reflected in mezzanine equity.

.		Amount
Issuance of Preferred Stock		$	60,000,000
Less: equity issuance costs (i)			(65,000	)
Net pro forma Terrasoul Financing transaction accounting adjustment to preferred stock		$	59,935,000

(i) Represents the estimated amount of equity issuance costs related to the Terrasoul Financing.

Note 6 – Pro Forma Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations

Adjustments included in the Terrasoul Acquisition Transaction Accounting Adjustments column and the Terrasoul Financing Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 are as follows: 

Terrasoul Acquisition Transaction Accounting Adjustments

(a) Reflects the increase in cost of goods sold as follows:

		Amount
Amortization of certain intangible assets (i)		$	220,000
Recognition of cost of goods sold upon sale of inventory (ii)			71,000
Net pro forma Terrasoul Acquisition transaction accounting adjustment to cost of goods sold		$	291,000

(i) Represents amortization of the estimated fair value of the product portfolio intangible asset acquired in the Terrasoul Acquisition.

(ii) Represents the step up in inventory to estimated fair value for the Terrasoul Acquisition. The inventory is expected to be sold during the first year after the closing of the Terrasoul Acquisition.

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(b) Reflects the adjustment to other general and administrative associated with the Company's incremental estimated advisory, legal, and other transaction-related expenses related to the Terrasoul Acquisition that are not reflected in the historical financial statements.

(c) Reflects the adjustment to marketing and advertising expense related to the amortization of the estimated fair value of the acquired brand name intangible asset acquired in the Terrasoul Acquisition.

(d) Reflects the adjustment to selling associated with the amortization of the estimated fair value of the distributor and foodservice relationships intangible assets acquired in the Terrasoul Acquisition.

(e) Reflects the elimination of Terrasoul’s historical interest expense for the year ended December 31, 2025 resulting from the Company’s repayment of Terrasoul’s related party loans, line of credit, and notes payable at the closing of the Terrasoul Acquisition.

Terrasoul Financing Transaction Accounting Adjustment

(f) Reflects the adjustment to record the dividends to holders of the Additional Shares of Preferred Stock, which accrue dividends at a 5% annual rate, compounded on a quarterly basis.

Note 7– Income (Loss) Per Share

Pro forma income (loss) per share is calculated based on the historical weighted average shares outstanding, adjusted, if applicable, to reflect the issuance of additional shares in connection with the Acquisitions and the Financings, as if such shares had been outstanding since January 1, 2025. Although the Company issued 50,000 shares of Preferred Stock as part of the Navitas Financing and 60,000 shares of Preferred Stock as part of the Terrasoul Financing, the weighted average shares outstanding used in the pro forma loss per share calculation is consistent with that presented in the Company’s historical financial statements because the Company is in a net loss position and the impact of the conversion of the Preferred Stock into common shares is anti-dilutive.

The computation of pro forma basic and diluted net income (loss) per share attributable to the Company’s common stockholders is as follows:

		For the Year Ended December 31, 2025
Numerator:
Net income		$	624,211
Less: dividends on redeemable preferred stock			(5,603,987	)
Net loss available to the common stockholders		$	(4,979,776	)
Denominator:
Weighted-average shares of common stock outstanding			10,554,211
Net loss per share:
Basic and diluted		$	(0.47	)

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FAQ

What does Laird Superfood (LSF) disclose about the Terrasoul acquisition price?

Laird acquired Terrasoul Superfoods for $48.0 million in cash at closing plus up to $5.0 million in contingent cash consideration. The earn-out depends on specified contribution margin performance milestones during the 2026 calendar year, aligning part of the price with future operating results.

How profitable was Terrasoul Superfoods before Laird Superfood (LSF) acquired it?

Terrasoul generated $65.8 million in net sales and $3.7 million in net income for 2025. It reported operating income of about $4.5 million, indicating an established, profitable business prior to acquisition, with growth from 2024 sales of $52.1 million.

How did Laird Superfood (LSF) finance the Navitas and Terrasoul acquisitions?

Laird raised $110.0 million through private placements of Series A Preferred Stock at $1,000 per share. It sold 50,000 initial shares for $50.0 million at the Navitas closing and 60,000 additional shares for $60.0 million alongside the Terrasoul acquisition.

What are the key terms of Laird Superfood’s Series A Preferred Stock?

The Series A Preferred Stock pays a 5% cumulative dividend on its stated value, compounded quarterly, and is convertible at the holder’s option into common stock at $3.57 per share, subject to customary anti‑dilution adjustments. It votes with common stock on an as‑converted basis.

How much ownership can Nexus gain in Laird Superfood (LSF) from the preferred shares?

After both preferred stock tranches, Nexus holds Series A Preferred Stock convertible into 73.5% of Laird’s issued and outstanding common stock. This concentration of convertible ownership gives Nexus effective control if fully converted, significantly diluting other common shareholders.

What debt did Terrasoul repay at closing of the Laird Superfood acquisition?

Upon closing the Terrasoul acquisition on April 21, 2026, Terrasoul repaid all outstanding amounts under its revolving line of credit, notes payable and member loans, totaling approximately $9,064,039. Laird’s transaction effectively deleveraged Terrasoul’s balance sheet at acquisition.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 HISTORICAL FINANCIAL STATEMENTS OF TERRASOUL SUPERFOODS, LLC 386.2 KB
• EX-99.2 UNAUDITED PRO FORMA FINANCIAL INFORMATION 831.7 KB

Financial & Certifications

• EX-23.1 CONSENT OF KPMG LLP 2.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.2 KB