Nexus Capital funds boost Laird Superfood (LSF) Series A convertible preferred stake

Rhea-AI Filing Summary

Laird Superfood, Inc. reported sizeable insider-related investments in its Series A Convertible Preferred Stock by Nexus Capital–affiliated entities. On April 21, 2026, Gateway Superfood NSSIII Investment LLC acquired 24,000 preferred shares at $1,000 per share, bringing its holdings to 44,000 preferred shares, representing approximately 12,324,930 underlying common shares.

On the same date, Gateway Superfood NSSIV Investment LLC bought 36,000 preferred shares at $1,000 per share, increasing its position to 66,000 preferred shares, or about 18,487,395 underlying common shares. The Series A Convertible Preferred Stock is a perpetual security with a conversion price of $3.57 per share of common stock.

Holders may require redemption at the Corporation Repurchase Price on or after March 12, 2033, and the company may elect a mandatory conversion no earlier than September 12, 2028, subject to specified price, volume and EBITDA conditions. Nexus Capital Management and related funds may be deemed indirect beneficial owners but expressly disclaim beneficial ownership beyond their indirect pecuniary interest.

Insights

Equity capital structure analyst

Nexus-affiliated funds increased Laird Superfood exposure via perpetual, convertible preferred.

The filing shows Gateway Superfood NSSIII and NSSIV Investment LLCs, affiliated with Nexus Capital Management, buying an additional 60,000 shares of Series A Convertible Preferred Stock at $1,000 per share. These are derivative securities convertible into common stock at $3.57 per share.

Post-transaction, NSSIII holds 44,000 preferred shares (about 12.3 million underlying common), and NSSIV holds 66,000 preferred shares (about 18.5 million underlying common). The preferred is perpetual, with holder redemption rights starting March 12, 2033, and potential mandatory conversion after September 12, 2028 if price, volume and EBITDA conditions are met.

The transactions are open-market or private purchases, a net buy signal from significant existing holders with board representation through Michael Cohen. However, the entities and individuals broadly disclaim beneficial ownership for Section 16 purposes beyond their indirect pecuniary interests, so economic exposure is primarily at the fund level rather than as direct insider shareholdings.

Insider Trade Summary

Net Buyer: 60,000 shares ($60,000,000)

Net Buy 2 txns

Insider Nexus Capital Management LP, Gateway Superfood NSSIII Investment, LLC, Gateway Superfood NSSIV Investment, LLC, Nexus Partners IV, LLC, Nexus Special Situations GP IV, LP, Cohen Michael S, Flesh Daniel E., Giangiacomo Damian, Nexus Partners III, LLC, Nexus Special Situations GP III, LP

Role null | null | null | null | null | null | null | null | null | null

Bought 60,000 shs ($60.00M)

Type	Security	Shares	Price	Value
Purchase	Series A Conv. Preferred Stock	24,000	$1,000.00	$24.00M
Purchase	Series A Conv. Preferred Stock	36,000	$1,000.00	$36.00M

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. On April 21, 2026, Gateway Superfood NSSIII Investment LLC ("NSSIV") acquired 36,000 additional shares of Laird Superfood, Inc. Series A Convertible Preferred Stock at $1,000 per share. Post-transaction, NSSIV holds 66,000 preferred shares (approx. 18,487,395 underlying common shares). NSSIV is owned by Nexus Special Situations IV, L.P. ("Nexus SS IV"). Nexus Special Situations GP IV, L.P. ("Nexus SS GP IV") is the general partner of Nexus SS IV. Nexus Partners IV, LLC ("Nexus Partners IV") is the general partner of Nexus SS GP IV. 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, NSSIV. 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

NSSIII purchase: 24,000 preferred shares at $1,000 NSSIV purchase: 36,000 preferred shares at $1,000 NSSIII holdings: 44,000 preferred shares +4 more

7 metrics

NSSIII purchase 24,000 preferred shares at $1,000 Series A Convertible Preferred Stock bought April 21, 2026

NSSIV purchase 36,000 preferred shares at $1,000 Series A Convertible Preferred Stock bought April 21, 2026

NSSIII holdings 44,000 preferred shares Post-transaction, about 12,324,930 underlying common shares

NSSIV holdings 66,000 preferred shares Post-transaction, about 18,487,395 underlying common shares

Conversion price $3.57 per common share Conversion price of Series A Convertible Preferred Stock

Holder redemption date March 12, 2033 Earliest date holders may require redemption

Earliest mandatory conversion September 12, 2028 Company may elect mandatory conversion from this date, subject to conditions

Key Terms

Series A Convertible Preferred Stock, perpetual security, Corporation Repurchase Price, Certificate of Designation, +1 more

5 terms

Series A Convertible Preferred Stock financial

"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"

Certificate of Designation regulatory

"pursuant to Section 7.2 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 pecuniary interest financial

"beneficial ownership of such securities, except to the extent of its/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 Capital Management LP

(Last) (First) (Middle)

11150 SANTA MONICA BOULEVARD

SUITE 400

(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)

	Form filed by One Reporting Person
X	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)(4)
Series A Conv. Preferred Stock	$3.57	04/21/2026		P		36,000		03/12/2026	(1)	Common Stock	18,487,395	$1,000	66,000	I	By Gateway Superfood NSSIV Investment, LLC(3)(4)

1. Name and Address of Reporting Person^*

Nexus Capital Management LP

(Last) (First) (Middle)

11150 SANTA MONICA BOULEVARD

SUITE 400

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Gateway Superfood NSSIII Investment, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Gateway Superfood NSSIV Investment, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Nexus Partners IV, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Nexus Special Situations GP IV, LP

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cohen Michael S

(Last) (First) (Middle)

10250 CONSTELLATION BLVD

SUITE 2900

(Street)

LOS ANGELES CALIFORNIA 90067

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Flesh Daniel E.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS

SUITE 510 NORTH

(Street)

LOS ANGELES CALIFORNIA 90067

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Giangiacomo Damian

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Nexus Partners III, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Nexus Special Situations GP III, LP

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 350

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

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. On April 21, 2026, Gateway Superfood NSSIII Investment LLC ("NSSIV") acquired 36,000 additional shares of Laird Superfood, Inc. Series A Convertible Preferred Stock at $1,000 per share. Post-transaction, NSSIV holds 66,000 preferred shares (approx. 18,487,395 underlying common shares). NSSIV is owned by Nexus Special Situations IV, L.P. ("Nexus SS IV"). Nexus Special Situations GP IV, L.P. ("Nexus SS GP IV") is the general partner of Nexus SS IV. Nexus Partners IV, LLC ("Nexus Partners IV") is the general partner of Nexus SS GP IV. 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, NSSIV. 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.

4. 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 Capital Management LP, Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Gateway Superfood NSSIII Investment, LLC, Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Gateway Superfood NSSIV Investment, LLC, Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Nexus Special Situations III GP, L.P., Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Nexus Special Situations IV GP, L.P., Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Nexus Partners III, LLC, Authorized Signatory	04/23/2026
	/s/ Michael Cohen - Nexus Partners IV, LLC, Authorized Signatory	04/23/2026
	/s/ Michael Cohen	04/23/2026
	/s/ Daniel Flesh	04/23/2026
	/s/ Damian Giangiacomo	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 did Nexus-affiliated entities buy in Laird Superfood (LSF) according to this Form 4?

Gateway Superfood NSSIII and NSSIV Investment LLCs bought additional Series A Convertible Preferred Stock of Laird Superfood. They acquired 24,000 and 36,000 preferred shares, respectively, both at $1,000 per share, increasing already large preferred positions tied to underlying common stock.

How many Laird Superfood Series A preferred shares do NSSIII and NSSIV hold after the transactions?

After the April 21, 2026 purchases, NSSIII holds 44,000 Series A preferred shares and NSSIV holds 66,000 shares. These positions correspond to roughly 12,324,930 and 18,487,395 underlying shares of Laird Superfood common stock, respectively, based on the disclosed conversion terms.

At what price were the new Laird Superfood Series A preferred shares purchased?

Both Gateway Superfood NSSIII and NSSIV Investment LLCs acquired their additional Laird Superfood Series A Convertible Preferred Stock at $1,000 per share. This price applies to the 24,000 shares bought by NSSIII and the 36,000 shares bought by NSSIV on April 21, 2026.

What is the conversion price of Laird Superfood’s Series A Convertible Preferred Stock?

The filing states that each share of Laird Superfood Series A Convertible Preferred Stock is convertible into common stock at a conversion price of $3.57 per share. This price determines how many common shares correspond to each preferred share when conversion occurs.

When can holders require redemption of Laird Superfood’s Series A preferred shares?

Holders of Laird Superfood Series A Convertible Preferred Stock can require redemption at the Corporation Repurchase Price on or after March 12, 2033. This right arises seven years after the stated issue date, according to the Certificate of Designation referenced in the disclosure.

When may Laird Superfood mandatorily convert 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 election is conditioned on meeting specified stock price, trading volume and EBITDA thresholds described in the referenced Certificate of Designation.

Do Nexus Capital Management and its principals claim full beneficial ownership of these LSF securities?

No. Nexus Capital Management, its related funds and principals may be deemed indirect beneficial owners but explicitly disclaim beneficial ownership of the securities, except to the extent of their indirect pecuniary interests, for Section 16 and other legal purposes.