Laird Superfood (LSF) investor boosts Series A preferred stake

Rhea-AI Filing Summary

Laird Superfood, Inc. reported an insider transaction by an affiliated investment entity involving its Series A Convertible Preferred Stock. On April 21, 2026, Gateway Superfood NSSIII Investment LLC acquired 24,000 additional Series A preferred shares at $1,000 per share in an open-market or private purchase.

After this transaction, Gateway Superfood NSSIII Investment LLC holds 44,000 Series A preferred shares, representing approximately 12,324,930 underlying common shares. The Series A preferred is a perpetual security, with holders able to require redemption at the Corporation Repurchase Price on or after March 12, 2033, and the company able to elect mandatory conversion no earlier than September 12, 2028 if specified price, volume and EBITDA conditions are met.

Insider Trade Summary

Net Buyer: 24,000 shares ($24,000,000)

Net Buy 1 txn

Insider NEXUS SPECIAL SITUATIONS III, L.P.

Role null

Bought 24,000 shs ($24.00M)

Type	Security	Shares	Price	Value
Purchase	Series A Conv. Preferred Stock	24,000	$1,000.00	$24.00M

Holdings After Transaction: Series A Conv. Preferred Stock — 44,000 shares (Indirect, By Gateway Superfood NSSIII 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 April 21, 2026, Gateway Superfood NSSIII Investment LLC ("NSSIII") acquired 24,000 additional shares of Laird Superfood, Inc. Series A Convertible Preferred Stock at $1,000 per share. Post-transaction, NSSIII holds 44,000 preferred shares (approx. 12,324,930 underlying common shares). 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.

Key Figures

Preferred shares purchased: 24,000 shares Purchase price per preferred share: $1,000 per share Preferred shares held after transaction: 44,000 shares +4 more

7 metrics

Preferred shares purchased 24,000 shares Series A Convertible Preferred Stock bought on April 21, 2026

Purchase price per preferred share $1,000 per share Series A Convertible Preferred Stock transaction price

Preferred shares held after transaction 44,000 shares Gateway Superfood NSSIII Investment LLC post-transaction holdings

Underlying common shares 12,324,930 shares Approximate common shares underlying 44,000 Series A preferred

Conversion price $3.57 per share Conversion or exercise price for underlying common stock

Redemption eligibility date March 12, 2033 Earliest date holders may require redemption at Corporation Repurchase Price

Earliest mandatory conversion date September 12, 2028 Company may elect mandatory conversion if conditions are met

Key Terms

Series A Convertible Preferred Stock, perpetual security, Corporation Repurchase Price, mandatory conversion, +2 more

6 terms

Series A Convertible Preferred Stock financial

"Gateway Superfood NSSIII Investment LLC acquired 24,000 additional shares of Laird Superfood, Inc. Series A Convertible Preferred Stock at $1,000 per share."

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."

mandatory conversion financial

"The Corporation may elect a mandatory conversion no earlier than September 12, 2028 subject to satisfaction of certain price, volume and EBITDA conditions."

Mandatory conversion is a rule that forces certain convertible securities—like bonds or preferred shares—to be turned into common stock when specific conditions are met (for example, a date arrives or a price target is hit). For investors this matters because it increases the number of shares outstanding and can dilute existing ownership, shifting value from fixed-income holders into equity holders and changing a company’s risk and return profile, much like an automatic trade that swaps a guaranteed payment for an ownership stake.

Certificate of Designation regulatory

"pursuant to Section 8.2 of the Certificate of Designation of Series A Convertible Preferred Stock."

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 pecuniary interest financial

"each entity or person disclaims beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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. Issuer Name and Ticker or Trading Symbol
Laird Superfood, Inc. [ LSF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Conv. Preferred Stock	$3.57	04/21/2026		P		24,000		03/12/2026	(1)	Common Stock	12,324,930	$1,000	44,000	I	By Gateway Superfood NSSIII 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 April 21, 2026, Gateway Superfood NSSIII Investment LLC ("NSSIII") acquired 24,000 additional shares of Laird Superfood, Inc. Series A Convertible Preferred Stock at $1,000 per share. Post-transaction, NSSIII holds 44,000 preferred shares (approx. 12,324,930 underlying common shares). 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 Signatory	04/23/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did Laird Superfood (LSF) disclose in this Form 4?

Laird Superfood disclosed that Gateway Superfood NSSIII Investment LLC acquired 24,000 Series A Convertible Preferred shares at $1,000 per share. Following this purchase, the entity holds 44,000 preferred shares, representing about 12,324,930 underlying common shares linked to this position.

Who is Gateway Superfood NSSIII Investment LLC in relation to Laird Superfood (LSF)?

Gateway Superfood NSSIII Investment LLC is the entity that holds Laird Superfood’s Series A Convertible Preferred Stock. It is owned by Nexus Special Situations III, L.P., with several Nexus-related general partners and an investment manager that may be deemed indirect beneficial owners of the securities.

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

The Series A Convertible Preferred Stock is a perpetual security with a conversion price of $3.57 into common stock. Holders can require redemption at the Corporation Repurchase Price on or after March 12, 2033, and the company may elect mandatory conversion after September 12, 2028 if conditions are satisfied.

How many Laird Superfood (LSF) common shares are linked to the preferred stake?

Post-transaction, Gateway Superfood NSSIII Investment LLC holds 44,000 Series A preferred shares, which correspond to approximately 12,324,930 underlying common shares. This linkage highlights the potential common equity exposure associated with the preferred position if converted under the stated terms.

Do Nexus-related entities claim full beneficial ownership of the Laird Superfood securities?

Nexus Capital Management and related Nexus entities state they may be deemed indirect beneficial owners through their roles but expressly disclaim beneficial ownership, except to the extent of any indirect pecuniary interest. This limitation is made specifically for Section 16 and other legal purposes.

When can Laird Superfood’s Series A preferred holders require redemption or face mandatory conversion?

Holders may require redemption at the Corporation Repurchase Price on or after March 12, 2033, the seventh anniversary of the issue date. The company may choose a mandatory conversion no earlier than September 12, 2028, subject to specified price, volume and EBITDA conditions in the Certificate of Designation.