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Nexus Special Situations III (LSF) reports sizable convertible preferred holding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Laird Superfood, Inc. reported that investment fund NEXUS SPECIAL SITUATIONS III, L.P. is a more‑than‑10% indirect owner through Gateway Superfood NSSIII Investment LLC. The filing shows indirect holdings of Series A Convertible Preferred Stock that are convertible into approximately 5,602,241 shares of common stock.

The Series A Convertible Preferred Stock has a conversion price of $3.57 per share of common stock and is a perpetual security with no fixed expiration date. Holders may require redemption at the Corporation Repurchase Price on or after March 12, 2033, and the company may elect mandatory conversion no earlier than September 12, 2028, subject to specified price, volume and EBITDA conditions.

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Insider NEXUS SPECIAL SITUATIONS III, L.P.
Role null
Type Security Shares Price Value
holding Series A Conv. Preferred Stock -- -- --
Holdings After Transaction: Series A Conv. Preferred Stock — 5,602,241 shares (Indirect, By Gateway Superfood NSIII Investment, LLC)
Footnotes (1)
  1. The Series A Convertible Preferred Stock has no fixed expiration date and is a perpetual security. Each holder has the right to require redemption at the Corporation Repurchase Price on or after the seventh anniversary of the Issue Date (March 12, 2033) pursuant to Section 7.2 of the Certificate of Designation. The Corporation may elect a mandatory conversion no earlier than September 12, 2028 (30 months post-Issue Date) subject to satisfaction of certain price, volume and EBITDA conditions pursuant to Section 8.2 of the Certificate of Designation. See Certificate of Designation of Series A Convertible Preferred Stock, filed as Exhibit 3.1 to Laird Superfood, Inc.'s Form 8-K filed March 12, 2026 (SEC File No. 001-39155). On March 12, 2026 (the 'Issue Date'), Gateway Superfood NSSIII Investment LLC ('NSSIII') acquired 20,000 (approx. 5,602,241 underlying Common shares) of Laird Superfood, Inc. Series A Convertible Preferred Stock. NSSIII is owned by Nexus Special Situations III, L.P. ("Nexus SS III"). Nexus Special Situations GP III, L.P. ("Nexus SS GP III") is the general partner of Nexus SS III. Nexus Partners III, LLC ("Nexus Partners III") is the general partner of Nexus SS GP III. Nexus Capital Management LP ("Nexus Capital Management") is the investment manager of, and may be deemed an indirect beneficial owner of all securities held by, NSSIII. Damian Giangiacomo, Michael Cohen and Daniel Flesh are the owners of Nexus Capital Management and Nexus Partners. Mr. Cohen serves on the board of directors of the Issuer. Each of Nexus Capital Management, Nexus SS III, Nexus SS GP III, Nexus Partners III, Nexus SS IV, Nexus SS GP IV, Nexus Partners IV, Mr. Giangiacomo, Mr. Cohen, and Mr. Flesh disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Underlying common shares 5,602,241 shares Common stock underlying Series A Convertible Preferred Stock
Conversion price $3.57/share Conversion price of Series A Convertible Preferred Stock into common stock
Preferred shares acquired 20,000 shares Series A Convertible Preferred Stock acquired on March 12, 2026
Issue Date March 12, 2026 Issue Date of Series A Convertible Preferred Stock
Mandatory conversion eligibility September 12, 2028 Earliest date issuer may elect mandatory conversion, subject to conditions
Holder redemption right March 12, 2033 Earliest date holders may require redemption at Corporation Repurchase Price
Series A Convertible Preferred Stock financial
"Gateway Superfood NSSIII Investment LLC acquired 20,000 (approx. 5,602,241 underlying Common shares) of Laird Superfood, Inc. Series A Convertible Preferred Stock."
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.
perpetual security financial
"The Series A Convertible Preferred Stock has no fixed expiration date and is a perpetual security."
Corporation Repurchase Price financial
"Each holder has the right to require redemption at the Corporation Repurchase Price on or after the seventh anniversary of the Issue Date."
Certificate of Designation regulatory
"pursuant to Section 7.2 of the Certificate of Designation and Section 8.2 of the Certificate of Designation."
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
indirect beneficial owner financial
"Nexus Capital Management LP is the investment manager of, and may be deemed an indirect beneficial owner of all securities held by, NSSIII."
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
NEXUS SPECIAL SITUATIONS III, L.P.
(Last)(First)(Middle)
11111 SANTA MONICA BOULEVARD
SUITE 250
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2026		3. Issuer Name and Ticker or Trading Symbol
Laird Superfood, Inc. [ LSF ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Conv. Preferred Stock03/12/2026 (1)Common Stock5,602,241$3.57IBy Gateway Superfood NSIII Investment, LLC(2)(3)
Explanation of Responses:
1. The Series A Convertible Preferred Stock has no fixed expiration date and is a perpetual security. Each holder has the right to require redemption at the Corporation Repurchase Price on or after the seventh anniversary of the Issue Date (March 12, 2033) pursuant to Section 7.2 of the Certificate of Designation. The Corporation may elect a mandatory conversion no earlier than September 12, 2028 (30 months post-Issue Date) subject to satisfaction of certain price, volume and EBITDA conditions pursuant to Section 8.2 of the Certificate of Designation. See Certificate of Designation of Series A Convertible Preferred Stock, filed as Exhibit 3.1 to Laird Superfood, Inc.'s Form 8-K filed March 12, 2026 (SEC File No. 001-39155).
2. On March 12, 2026 (the 'Issue Date'), Gateway Superfood NSSIII Investment LLC ('NSSIII') acquired 20,000 (approx. 5,602,241 underlying Common shares) of Laird Superfood, Inc. Series A Convertible Preferred Stock. NSSIII is owned by Nexus Special Situations III, L.P. ("Nexus SS III"). Nexus Special Situations GP III, L.P. ("Nexus SS GP III") is the general partner of Nexus SS III. Nexus Partners III, LLC ("Nexus Partners III") is the general partner of Nexus SS GP III. Nexus Capital Management LP ("Nexus Capital Management") is the investment manager of, and may be deemed an indirect beneficial owner of all securities held by, NSSIII. Damian Giangiacomo, Michael Cohen and Daniel Flesh are the owners of Nexus Capital Management and Nexus Partners. Mr. Cohen serves on the board of directors of the Issuer.
3. Each of Nexus Capital Management, Nexus SS III, Nexus SS GP III, Nexus Partners III, Nexus SS IV, Nexus SS GP IV, Nexus Partners IV, Mr. Giangiacomo, Mr. Cohen, and Mr. Flesh disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
/s/ Michael Cohen - Nexus Special Situations III, L.P., Authorized Signatory04/23/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider position does NEXUS SPECIAL SITUATIONS III, L.P. report in Laird Superfood (LSF)?

NEXUS SPECIAL SITUATIONS III, L.P. reports indirect ownership of Series A Convertible Preferred Stock in Laird Superfood through Gateway Superfood NSSIII Investment LLC. This preferred stake is convertible into approximately 5,602,241 shares of common stock at a set conversion price.

How many Laird Superfood common shares underlie the reported Series A Convertible Preferred Stock?

The Form 3 indicates that the Series A Convertible Preferred Stock held indirectly corresponds to approximately 5,602,241 underlying shares of Laird Superfood common stock. This figure reflects the potential common equity if the preferred shares were fully converted at the stated terms.

What is the conversion price of Laird Superfood’s Series A Convertible Preferred Stock reported on this Form 3?

The Series A Convertible Preferred Stock has a conversion price of $3.57 per underlying share of Laird Superfood common stock. This means each preferred share can convert into common shares based on this fixed $3.57 per-share conversion reference in the filing.

When can holders require redemption of Laird Superfood’s Series A Convertible Preferred Stock?

Holders may require redemption of the Series A Convertible Preferred Stock at the Corporation Repurchase Price on or after March 12, 2033. This redemption right begins seven years after the March 12, 2026 Issue Date described in the Form 3 footnotes.

When may Laird Superfood mandate conversion of the Series A Convertible Preferred Stock?

Laird Superfood may elect a mandatory conversion of the Series A Convertible Preferred Stock no earlier than September 12, 2028. This option is subject to specific price, trading volume and EBITDA conditions outlined in the Certificate of Designation referenced in the filing.

Who ultimately controls the investment entities holding Laird Superfood’s preferred shares?

The filing explains that Gateway Superfood NSSIII Investment LLC is owned by Nexus Special Situations III, L.P., with several Nexus general partners and Nexus Capital Management involved. Individuals including Damian Giangiacomo, Michael Cohen and Daniel Flesh own Nexus Capital Management and Nexus Partners entities.