Laird Superfood (NYSE: LSF) acquires Terrasoul and secures $60M convertible preferred from Nexus

Rhea-AI Filing Summary

Laird Superfood, Inc. completed the acquisition of Terrasoul Superfoods, LLC for $48.0 million in cash plus up to $5.0 million in potential earnout payments tied to 2026 performance. The deal adds a vertically integrated superfoods platform that generated unaudited net sales of about $65.8 million for the year ended December 31, 2025.

To fund the purchase, Laird issued 60,000 shares of Series A Convertible Preferred Stock at $1,000 per share in a private placement for gross proceeds of $60.0 million, with an aggregate of 16,806,722 common shares issuable upon conversion. Following this incremental investment, affiliates of Nexus Capital Management are expected to own approximately 71.7% of Laird’s fully diluted, as-converted equity.

The company also entered into a restrictive covenant agreement with Terrasoul’s sellers and a two-year advisory agreement with Terrasoul co-founder Dennis Botts, providing advisory services in exchange for $1,500,000 in fees paid in monthly installments.

Positive

• Transformative acquisition scale: Laird Superfood acquires Terrasoul for $48.0 million in cash plus up to $5.0 million earnout, adding a business with approximately $65.8 million in 2025 net sales.
• Secured growth capital: A $60.0 million private placement of Series A Convertible Preferred Stock provides funding for the deal and partners Laird with Nexus Capital, a committed financial sponsor.

Negative

• Significant ownership concentration and dilution: After the additional preferred investment, Nexus affiliates are expected to own about 71.7% of Laird’s fully diluted, as-converted equity, materially diluting other holders and consolidating control.
• Earnout and integration risk: Up to $5.0 million in additional cash consideration depends on Terrasoul’s 2026 contribution margin performance, and the company highlights risks around realizing synergies and integrating operations.

Insights

Equity & M&A Analyst

Laird funds a major Terrasoul acquisition with $60M convertible preferred, giving Nexus effective control.

Laird Superfood is acquiring Terrasoul Superfoods for $48.0 million cash plus up to $5.0 million in earnout tied to 2026 contribution margin. Terrasoul contributed about $65.8 million of unaudited net sales in 2025, so this is a scale-building move in superfoods.

The transaction is financed through a private placement of 60,000 shares of Series A Convertible Preferred Stock at $1,000 per share, with 16,806,722 common shares issuable upon conversion. After this investment, Nexus affiliates are expected to own roughly 71.7% of Laird on a fully diluted, as-converted basis, implying significant dilution and a shift in control.

Strategically, Laird gains Terrasoul’s vertically integrated supply chain and strong e-commerce footprint, while locking in seller non-compete restrictions and a two-year advisory agreement with co-founder Dennis Botts for $1,500,000. Subsequent filings with Terrasoul financial statements and pro forma information, due within 71 days of the closing-related filing date, will help quantify combined scale and leverage.

8-K Event Classification

6 items: 1.01, 2.01, 3.02, 5.02, 7.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

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

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Terrasoul purchase price: $48.0 million cash Terrasoul earnout potential: up to $5.0 million cash Terrasoul 2025 net sales: $65.8 million +5 more

8 metrics

Terrasoul purchase price $48.0 million cash Base consideration for Terrasoul Acquisition

Terrasoul earnout potential up to $5.0 million cash Contingent on 2026 contribution margin thresholds

Terrasoul 2025 net sales $65.8 million Unaudited net sales for year ended December 31, 2025

Preferred equity proceeds $60.0 million Private placement of Series A Preferred Shares

Series A Preferred issued 60,000 shares $1,000 per share to Nexus affiliates

Conversion into common 16,806,722 shares Aggregate common stock issuable upon conversion of Preferred

Nexus ownership 71.7% fully diluted Post-investment, as-converted stake in Laird Superfood

Advisory fees to DB $1,500,000 Two-year advisory agreement, $62,500 per month

Key Terms

Series A Convertible Preferred Stock, earnout, Contribution Margin, Regulation D, +2 more

6 terms

Series A Convertible Preferred Stock financial

"a concurrent private placement of $60 million of Series A Convertible Preferred Stock to affiliates of Nexus Capital"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

earnout financial

"with an additional earnout of up to $5.0 million payable in cash if certain performance-based milestones are achieved"

An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

Contribution Margin financial

"based on the achievement of certain 2026 Contribution Margin thresholds during the calendar year 2026"

Contribution margin is the amount of money left from a product’s sale after paying the costs that rise with each unit sold (like materials or hourly labor); it can be shown per unit or as a percentage of the sale price. Investors care because it shows how much each sale contributes to covering fixed expenses and generating profit — think of each sale as a slice of pie where the contribution margin is the slice available to pay the rent and add to earnings.

Regulation D regulatory

"in reliance upon the exemption from the registration requirements of the Securities Act ... and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

restrictive covenants financial

"Seller Parties are subject to certain restrictive covenants as set forth therein during the three-year period"

Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.

pro forma financial information financial

"The Company will file the required pro forma financial information by amendment"

Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

Understanding 8-K Material Events →

false 0001650696 0001650696 2026-04-21 2026-04-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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)

Registrant’s telephone number, including area code: (541) 588-3600

(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		Name of each exchange on which registered
Common Stock, $0.001 par value		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. ☐

INTRODUCTORY NOTE

On April 21, 2026 (the “Closing Date”), Laird Superfood, Inc. (the “Company”) completed its acquisition (the “Terrasoul Acquisition”) of all of the issued and outstanding equity interests of Terrasoul Superfoods, LLC (“Terrasoul”) from the 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 “Seller”) and, solely for purposes of Section 8.16 of the Terrasoul Acquisition Agreement, the Guarantors set froth on Schedule 1 thereto.

On the Closing Date and concurrently with the closing of the Terrasoul Acquisition, the Company completed the issuance and sale of 60,000 shares of Series A Preferred Stock (the “Preferred Shares”) to the Investor (as defined herein) at $1,000 per share for an aggregate purchase price of $60.0 million (the “Subsequent Closing” and together with the Terrasoul Acquisition, the “Transactions”), pursuant to 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”). The proceeds from the sale of the Preferred Shares were used to complete the Terrasoul Acquisition.

Item 1.01. Entry into a Material Definitive Agreement.

Terrasoul Acquisition Agreement

As discussed in the Introductory Note, on the Closing Date, the Company entered into the Terrasoul Acquisition Agreement, pursuant to which, among other things, and subject to certain limitations set forth therein, the Company acquired from the Seller all of the Company Membership Interests (as defined in the Terrasoul Acquisition Agreement) which constitute all of the issued and outstanding equity interests of Terrasoul, for a purchase price of (i) $48.0 million in cash, subject to customary purchase price adjustments, including adjustments for working capital, cash, debt and transaction expenses and (ii) potential earnout consideration of up to $5.0 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.

The Terrasoul Acquisition closed concurrently with the execution of the Terrasoul Acquisition Agreement on the Closing Date. The Terrasoul Acquisition Agreement contains customary representations from the Company, on the one hand, and Terrasoul and the Seller, on the other hand.

The foregoing description of the Terrasoul Acquisition Agreement is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Terrasoul Acquisition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

Restrictive Covenant Agreement

Concurrently with the execution of the Terrasoul Acquisition Agreement, the Company entered into a Restrictive Covenant Agreement (the “Restrictive Covenant Agreement”) by and among the Seller, Dennis Botts (“DB”), Amy Botts (“AB”), Jerry Collins (“JC”) and Mark Miller (“MM”, together with DB, AB and JC, the “Seller Members”, collectively with the Seller, the “Seller Parties”, and each, a “Seller Party”) pursuant to which the Seller Parties are subject to certain restrictive covenants as set forth therein during the three-year period following the closing of the Terrasoul Acquisition (with respect to MM) and the five-year period following the closing of the Terrasoul Acquisition (with respect to DB, AB and JC).

The foregoing description of the Restrictive Covenant Agreement is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Restrictive Covenant Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated by reference herein.

The representations, warranties and covenants of each party set forth in the Terrasoul Acquisition Agreement and the Restrictive Covenant Agreement were made only for purposes of the Terrasoul Acquisition Agreement and the Restrictive Covenant Agreement as of the specific dates set forth therein, were solely for the benefit of the parties to the Terrasoul Acquisition Agreement and the Restrictive Covenant Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Terrasoul Acquisition Agreement and the Restrictive Covenant Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The Company’s investors and security holders are not third-party beneficiaries under the Terrasoul Acquisition Agreement and the Restrictive Covenant Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Terrasoul, the parties to the Terrasoul Acquisition Agreement and Restrictive Covenant Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Terrasoul Acquisition Agreement and Restrictive Covenant Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As discussed in the Introductory Note and Item 1.01, which are incorporated by reference into this Item 2.01, on the Closing Date, the Company completed the Terrasoul Acquisition pursuant to the Terrasoul Acquisition Agreement.

Item 3.02. Unregistered Sales of Equity Securities.

As discussed in the Introductory Note, which is incorporated by reference into this Item 3.02, on the Closing Date, the Investor purchased the Preferred Shares from the Company for gross proceeds of $60.0 million.

As previously announced, pursuant to the terms of the Investment Agreement, the Company has the option, subject to certain conditions, to require the Investor to purchase the Preferred Shares, provided that the decision to require the Investor to purchase the Preferred Shares be approved by a majority of the disinterested directors of the board of directors of the Company (the “Board”) and any funding of Preferred Shares be used to fund substantially concurrent strategic transactions.

On March 27, 2026, a majority of the disinterested directors of the Board approved the decision to require the Investor to purchase the Preferred Shares (including the number of Preferred Shares) pursuant to the terms of the Investment Agreement.

An aggregate of 16,806,722 shares of Common Stock may be issued upon conversion of the Preferred Shares.

The issuance of the Preferred Shares was undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Concurrently with the execution of the Terrasoul Acquisition Agreement, the Company entered into an Advisory Agreement (the “Advisory Agreement”) with DB, an indirect beneficial owner of 32.33% of the issued and outstanding Company Membership Interests as of immediately prior to the Terrasoul Acquisition, pursuant to which DB agreed to provide the Company with certain advisory services during the two-year period following the closing of the Terrasoul Acquisition in exchange for aggregate fees of $1,500,000, payable in monthly installments of $62,500 during the two-year term of the Advisory Agreement.

The foregoing description of the Advisory Agreement is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Advisory Agreement, a copy of which is filed as Exhibit 5.1 to this Current Report and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On the Closing Date, the Company issued a press release announcing the completion of the Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated into this Item 7.01 by reference herein.

The information included under Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The Company will file the required financial statements of Terrasoul by amendment to this Current Report no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The Company will file the required pro forma financial information by amendment to this Current Report no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No.		Description
10.1*		Securities Purchase Agreement dated April 21, 2026, by and among Laird Superfood, Inc., Terrasoul Superfoods, LLC and Seller.
10.2*		Restrictive Covenant Agreement dated April 21, 2026, by and among Laird Superfood, Inc., Dennis Botts, Amy Botts, Jerry Collins and Mark Miller.
5.1*		Advisory Agreement dated April 21, 2026, by and among Laird Superfood, Inc. and Dennis Botts.
99.1		Press Release of Laird Superfood, Inc., dated April 21, 2026 (furnished pursuant to Item 7.01).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC or its staff upon request.

SIGNATURES

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: April 21, 2026	Laird Superfood, Inc.
	By:	/s/ Anya Hamill
	Name:	Anya Hamill
	Title:	Chief Financial Officer

Exhibit 99.1

Laird Superfood Announces Acquisition of Terrasoul Superfoods and Additional $60 Million Convertible Preferred Equity Investment from Nexus Capital

BOULDER, Colo., April 21, 2026 — Laird Superfood, Inc. (NYSE American: LSF) (“Laird Superfood” or the “Company”) today announced that it has completed the acquisition of Terrasoul Superfoods, LLC (“Terrasoul Superfoods” or “Terrasoul”), a vertically integrated superfoods brand for $48.0 million in cash, subject to customary purchase price adjustments, with an additional earnout of up to $5.0 million payable in cash if certain performance-based milestones are achieved (the “Terrasoul Acquisition”). For the fiscal year ended December 31, 2025, Terrasoul generated unaudited Net Sales of approximately $65.8 million.

The Terrasoul Acquisition was funded through a concurrent private placement of $60 million of Series A Convertible Preferred Stock to affiliates of Nexus Capital Management LP (“Nexus”) that was previously committed under Laird Superfood’s investment agreement with Nexus, which was approved by the Company’s stockholders on March 12, 2026 in connection with the Navitas Organics transaction for future acquisitions on substantially the same terms. Following the incremental investment, Nexus will own approximately 71.7% of the issued and outstanding shares of Laird Superfood on a fully diluted, as-converted basis.

Terrasoul 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. This vertically integrated model supports a diversified omnichannel distribution strategy, with particularly strong positioning across e-commerce and major online marketplaces, as well as established foodservice and retail channels.

Jason Vieth, Chief Executive Officer of Laird Superfood, described the transaction as “a significant step forward in our mission to build the premier platform in superfoods and functional nutrition.” Vieth noted that Terrasoul's established online marketplace presence, proprietary supply chain infrastructure, and high-quality product portfolio are “strongly aligned with our long-term strategic priorities” and will “meaningfully accelerate our ability to serve consumers across channels at scale.”

Dennis Botts, Co-Founder and Chief Executive Officer of Terrasoul, said, “Terrasoul was built with a commitment to delivering high-quality superfoods through a transparent and vertically integrated model. Our partnership with Laird Superfood marks an exciting next chapter for the brand, and we look forward to continuing to grow and scale the Terrasoul platform.”

Kayla Dean Obia, Principal at Nexus Capital, highlighted the strategic and operational fit within the firm's broader platform thesis. “Terrasoul is a high-quality business operating in a large and growing category, with a differentiated supply chain model and a demonstrated ability to build consumer loyalty at scale.” Dean Obia added that “this acquisition reinforces our conviction in the functional nutrition category and represents a compelling opportunity to drive incremental value across the combined platform.”

Advisors

Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to Laird Superfood. Aspect Consumer Partners, LLC served as exclusive financial advisor to Terrasoul Superfoods. Steptoe LLP served as legal counsel to Terrasoul Superfoods.

About Laird Superfood

Laird Superfood, Inc. creates award-winning, plant-based superfood products that are clean, delicious, and functional. Our products are designed to enhance a consumer’s daily ritual and keep them fueled naturally throughout the day. Laird Superfood was co-founded in 2015 by the world’s most prolific big-wave surfer, Laird Hamilton. Laird Superfood’s offerings are environmentally conscientious, responsibly tested and made with real ingredients. Shop all products online at www.lairdsuperfood.com and join the Laird Superfood community on social media for the latest news and daily doses of inspiration.

About Terrasoul Superfoods

Terrasoul Superfoods is a vertically integrated, branded foods platform focused on “superfood” products, including nuts, seeds, dried fruits, powders, baking ingredients, and functional beverage mix-ins. The Company sources ingredients globally, processes and packages products in-house, and distributes through a diversified model spanning e-commerce, foodservice, and retail.

https://www.terrasoul.com/

About Nexus Capital Management

Nexus Capital Management LP is an alternative asset investment management company based in Los Angeles, California that was founded in 2013. Nexus employs a flexible investment mandate that focuses on long-term value creation by partnering with leading management teams and businesses. For more information on Nexus, please visit www.nexuslp.com.

Forward-Looking Statements

This press release contains “forward-looking” statements, as that term is defined under the federal securities laws, including but not limited to statements regarding the (i) estimates of future synergies, growth opportunities, savings and efficiencies as a result of the Terrasoul Acquisition, (ii) expectations regarding Laird’s ability to effectively integrate assets and properties it acquired as a result of the Terrasoul Acquisition, (iii) expectations of the continued listing of Laird’s common stock on the NYSE American and (iv) expectations of future plans, priorities, focus and benefits of the Terrasoul Acquisition and the other transactions described in this press release. Such forward-looking statements may be identified by words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,” or the antonyms of these terms or other comparable terminology. These forward-looking statements are based on Laird Superfood’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Laird Superfood’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. We expressly disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The risks and uncertainties referred to above include, but are not limited to: (i) the inability of the Company to realize any anticipated synergy benefits of the Terrasoul Acquisition, (ii) the inability of the Company to integrate Terrasoul’s operations, (iii) fluctuations and volatility in the Company’s stock price, (iv) the ability of the Company to successfully execute its strategic plans, (v) the ability of the Company to maintain customer and supplier relationships and (vi) the timing and market acceptance of new product offerings. More information about factors that could cause actual results to materially differ from those described in the forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission.

Investor Relations Contact

Trevor Rousseau
investors@lairdsuperfood.com

FAQ

What acquisition did Laird Superfood (LSF) announce involving Terrasoul Superfoods?

Laird Superfood completed the acquisition of Terrasoul Superfoods for $48.0 million in cash, plus up to $5.0 million in additional earnout payments tied to 2026 contribution margin performance. The deal adds a vertically integrated superfoods platform to Laird’s portfolio.

How is Laird Superfood (LSF) funding the Terrasoul Superfoods acquisition?

The Terrasoul acquisition is funded through a concurrent $60.0 million private placement of Series A Convertible Preferred Stock. Laird issued 60,000 preferred shares at $1,000 per share to affiliates of Nexus Capital Management under a previously approved investment agreement.

How much revenue did Terrasoul Superfoods generate before joining Laird Superfood (LSF)?

For the fiscal year ended December 31, 2025, Terrasoul Superfoods generated unaudited net sales of approximately $65.8 million. This revenue base illustrates the scale Laird is adding through the acquisition relative to its existing superfoods and functional nutrition platform.

What ownership stake will Nexus Capital hold in Laird Superfood (LSF) after the new investment?

Following the additional $60.0 million Series A Convertible Preferred Stock investment, affiliates of Nexus Capital are expected to own approximately 71.7% of Laird Superfood’s issued and outstanding shares on a fully diluted, as-converted basis, giving Nexus a controlling economic interest.

How many Laird Superfood (LSF) common shares are tied to the new preferred stock?

The new Series A Preferred Shares are convertible into an aggregate of 16,806,722 shares of Laird Superfood common stock. These shares are issuable upon conversion of the preferred and represent a meaningful potential increase in the company’s fully diluted share count.

What advisory and restrictive agreements are associated with the Terrasoul Superfoods deal?

Laird entered a restrictive covenant agreement with Terrasoul’s seller parties and a two-year advisory agreement with co-founder Dennis Botts. Botts will provide advisory services for total fees of $1,500,000, paid in monthly installments over the contract term.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 13.2 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 290.1 KB
• EX-10.2 EXHIBIT 10.2 76.8 KB

Other Documents

• EX-5.1 EXHIBIT 5.1 39.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB