Nexus (NYSE: LSF) funds $48M Terrasoul deal with $60M preferred

Rhea-AI Filing Summary

Nexus-affiliated investors report majority ownership in Laird Superfood, Inc. through preferred stock financing tied to an acquisition. Nexus Special Situations vehicles and related entities report beneficial ownership of up to 30,812,325 shares of common stock, or 73.8% of the class on an as-converted basis.

The filing explains that on April 21, 2026 Laird completed the acquisition of Terrasoul Superfoods, LLC for $48.0 million in cash plus up to $5.0 million in additional earnout consideration. To fund this, Laird issued 60,000 shares of Series A Preferred Stock at $1,000 per share, raising $60.0 million from NSSIII and NSSIV. The preferred is initially convertible into common stock at $3.57 per share, and the amendment also corrects previously reported share amounts.

Insights

Equity ownership and capital structure analyst

Major preferred financing funds a sizable acquisition and leaves Nexus-related holders with majority, as-converted control of Laird Superfood.

The disclosure shows Laird Superfood completed the Terrasoul Superfoods acquisition for $48.0 million cash plus up to $5.0 million earnout. This was financed by issuing 60,000 shares of Series A Preferred Stock at $1,000 per share, raising $60.0 million from NSSIII and NSSIV.

That preferred is initially convertible at $3.57 per share into large common positions, including 12,324,930 and 18,487,395 shares for the main funds. On this basis, Nexus Capital Management–related entities report beneficial ownership of 30,812,325 shares, or 73.8% of the common stock, using 10,925,218 shares outstanding as of March 23, 2026. Subsequent filings may provide more detail on how this capital structure affects governance and future financing flexibility.

Key Figures

Terrasoul purchase price: $48.0 million cash Terrasoul earnout: up to $5.0 million cash Preferred stock proceeds: $60.0 million +5 more

8 metrics

Terrasoul purchase price $48.0 million cash Acquisition consideration under Terrasoul Acquisition Agreement

Terrasoul earnout up to $5.0 million cash Earnout based on 2026 Contribution Margin thresholds

Preferred stock proceeds $60.0 million 60,000 Series A Preferred shares at $1,000 per share

NSSIII as-converted common 12,324,930 shares Common stock upon conversion of NSSIII preferred holdings

NSSIV as-converted common 18,487,395 shares Common stock upon conversion of NSSIV preferred holdings

Total Nexus as-converted common 30,812,325 shares Beneficially owned by Nexus Capital Management–related entities

Ownership percentage 73.8% of common stock Based on 41,737,543 as-converted common shares

Shares outstanding reference 10,925,218 shares Common shares outstanding as of March 23, 2026 from Form 10-K

Key Terms

Terrasoul Acquisition, Series A Preferred Stock, earnout consideration, Contribution Margin, +2 more

6 terms

Terrasoul Acquisition financial

"the Issuer completed its acquisition (the "Terrasoul Acquisition") of all of the issued and outstanding equity interests"

Series A Preferred Stock financial

"issuance and sale of 60,000 shares of Series A Preferred Stock (the "Preferred Stock") to NSSIII and NSSIV"

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.

earnout consideration financial

"potential earnout consideration of up to $5.0 million in cash based on the achievement of certain 2026 Contribution Margin"

Earnout consideration is the portion of a purchase price that one party pays later only if the acquired business meets agreed future targets, like sales or profit goals. Think of it as a performance-linked bonus that shifts some risk from the buyer to the seller; investors watch earnouts because they affect how much value will actually be paid, influence future cash flow, and can change reported earnings or liabilities if targets are missed or met.

Contribution Margin financial

"based on the achievement of certain 2026 Contribution Margin (as defined in the Terrasoul Acquisition Agreement) thresholds"

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.

Investment Agreement financial

"pursuant to that certain investment agreement dated December 21, 2025 (as amended, the "Investment Agreement")"

A written contract between an investor and a company that lays out the exact terms of an investment — how much money is provided, what the investor receives in return, and the rights and obligations of each side. It matters to investors because it sets the rules for ownership, control, payout and exit, and protections against future changes; think of it like a lease or recipe that tells everyone what to expect and how disputes or changes will be handled.

Certificate of Designation financial

"subject to the terms and conditions of the Certificate of Designation of the Preferred Stock (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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Laird Superfood, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

50736T102

(CUSIP Number)

Bjorn Sperber
11111 Santa Monica Blvd, Ste 350,
Los Angeles, CA, 90025
(424) 330-8820

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Gateway Superfood NSSIII Investment, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,324,930.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,324,930.00

11

Aggregate amount beneficially owned by each reporting person

12,324,930.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

53.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 23,250,148 shares of Common Stock (as defined in Item 4 below) consisting of (i) 12,324,930 shares of Common Stock issuable upon the conversion of the Preferred Stock (as defined in Item 4 below) reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation of the Preferred Stock (the "Certificate of Designation") and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Gateway Superfood NSSIV Investment, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,487,395.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,487,395.00

11

Aggregate amount beneficially owned by each reporting person

18,487,395.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 29,412,613 shares of Common Stock consisting of (i) 18,487,395 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Nexus Special Situations III, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,324,930.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,324,930.00

11

Aggregate amount beneficially owned by each reporting person

12,324,930.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

53.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 23,250,148 shares of Common Stock consisting of (i) 12,324,930 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Nexus Special Situations IV, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,487,395.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,487,395.00

11

Aggregate amount beneficially owned by each reporting person

18,487,395.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 29,412,613 shares of Common Stock consisting of (i) 18,487,395 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Nexus Special Situations GP III, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,324,930.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,324,930.00

11

Aggregate amount beneficially owned by each reporting person

12,324,930.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

53.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 23,250,148 shares of Common Stock consisting of (i) 12,324,930 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Nexus Special Situations GP IV, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,487,395.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,487,395.00

11

Aggregate amount beneficially owned by each reporting person

18,487,395.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 29,412,613 shares of Common Stock consisting of (i) 18,487,395 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Nexus Partners III, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,324,930.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,324,930.00

11

Aggregate amount beneficially owned by each reporting person

12,324,930.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

53.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 23,250,148 shares of Common Stock consisting of (i) 12,324,930 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Nexus Partners IV, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,487,395.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,487,395.00

11

Aggregate amount beneficially owned by each reporting person

18,487,395.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 29,412,613 shares of Common Stock consisting of (i) 18,487,395 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Nexus Capital Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 30,812,325.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 30,812,325.00

11

Aggregate amount beneficially owned by each reporting person

30,812,325.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

73.8 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 41,737,543 shares of Common Stock consisting of (i) 30,812,325 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Michael Cohen

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 30,812,325.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 30,812,325.00

11

Aggregate amount beneficially owned by each reporting person

30,812,325.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

73.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 41,737,543 shares of Common Stock consisting of (i) 30,812,325 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Damian Giangiacomo

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 30,812,325.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 30,812,325.00

11

Aggregate amount beneficially owned by each reporting person

30,812,325.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

73.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 41,737,543 shares of Common Stock consisting of (i) 30,812,325 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 50736T102

1

Name of reporting person

Daniel Flesh

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 30,812,325.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 30,812,325.00

11

Aggregate amount beneficially owned by each reporting person

30,812,325.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

73.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Row 13: Based on an aggregate 41,737,543 shares of Common Stock consisting of (i) 30,812,325 shares of Common Stock issuable upon the conversion of the Preferred Stock reported herein, at an initial conversion price of $3.57, subject to the terms and conditions of the Certificate of Designation and (ii) 10,925,218 shares of Common Stock outstanding as of March 23, 2026 as reported by the Issuer in the Form 10-K filed on March 30, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Laird Superfood, Inc.
(c)	Address of Issuer's Principal Executive Offices: 5303 Spine Road, Suite 204, Boulder, COLORADO , 80301.
Item 1 Comment: This Amendment No. 1 supplements and amends the Schedule 13D relating to shares of the Issuer's common stock, $0.001 par value (the "Common Stock") of Laird Superfood, Inc. (the "Issuer") that was filed with the SEC on March 19, 2026 (the "Amended Statement"). Only those items that are reported are hereby amended; all other items reported in the Amended Statement remain unchanged. Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Amended Statement. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	Item 4 of the Amended Statement is hereby amended and supplemented by adding the following: Terrasoul Acquisition Agreement On April 21, 2026 (the "Closing Date"), the Issuer 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 Issuer, Terrasoul, Superfoods Seller LLC (the "Seller") and, solely for purposes of Section 8.16 of the Terrasoul Acquisition Agreement, the Guarantors set forth on Schedule 1 thereto. Pursuant to the Terrasoul Acquisition Agreement, the Issuer 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. On the Closing Date and concurrently with the closing of the Terrasoul Acquisition, the Issuer completed the issuance and sale of 60,000 shares of Series A Preferred Stock (the "Preferred Stock") to NSSIII and NSSIV at $1,000 per share for an aggregate purchase price of $60.0 million pursuant to that certain investment agreement dated December 21, 2025 (as amended, the "Investment Agreement"), entered into by and among the Issuer, NSSIII and NSSIV. The proceeds from the sale of the Preferred Stock were used to complete the Terrasoul Acquisition. The foregoing descriptions of the Terrasoul Acquisition Agreement and Investment Agreement are summaries only, do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Terrasoul Acquisition Agreement and Investment Agreement, respectively, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in the cover pages of this Schedule 13D is incorporated by reference into this Item 5(a). The amounts in Rows 9 and 11 of the cover pages reflect a correction to the number of shares originally reported in the Schedule 13D filed on March 19, 2026. Prior to the Terrasoul Acquisition, NSSIII directly held 20,000 shares of Preferred Stock, convertible into 5,602,241 shares of Common Stock and NSSIV held 30,000 shares of Preferred Stock, convertible into 8,403,361 shares of Common Stock.
(b)	NSSIII directly holds 44,000 shares of Preferred Stock, convertible into 12,324,930 shares of Common Stock. NSSIII is owned by Nexus Special Situations III, L.P. ("Nexus SS III"). Nexus Capital Management LP ("Nexus Capital Management") is the investment manager of 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. Mr. Cohen, Mr. Giangiacomo and Mr. Flesh are the owners of Nexus Capital Management and Nexus Partners III. NSSIV directly holds 66,000 shares of Preferred Stock, convertible into 18,487,395 shares of Common Stock. NSSIV is owned by Nexus Special Situations IV, L.P. ("Nexus SS IV"). Nexus Capital Management is the investment manager of 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. Mr. Cohen, Mr. Giangiacomo and Mr. Flesh are the owners of Nexus Capital Management and Nexus Partners IV.
(c)	The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 5(c). Except as otherwise disclosed herein, none of the Reporting Persons has effected any transaction with respect to the Common Stock in the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 10.1 - Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on April 21, 2026). https://www.sec.gov/Archives/edgar/data/1650696/000143774926012942/ex_948859.htm Exhibit 10.2 - Investment Agreement (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on March 12, 2026). https://www.sec.gov/Archives/edgar/data/1650696/000143774925038540/ex_901439.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gateway Superfood NSSIII Investment, LLC

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen, President
Date:	04/23/2026

Gateway Superfood NSSIV Investment, LLC

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen, President
Date:	04/23/2026

Nexus Special Situations III, L.P.

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen, Authorized Signatory
Date:	04/23/2026

Nexus Special Situations IV, L.P.

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen, Authorized Signatory
Date:	04/23/2026

Nexus Special Situations GP III, L.P.

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen, Authorized Signatory
Date:	04/23/2026

Nexus Special Situations GP IV, L.P.

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen, Authorized Signatory
Date:	04/23/2026

Nexus Partners III, LLC

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen, Manager
Date:	04/23/2026

Nexus Partners IV, LLC

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen, Manager
Date:	04/23/2026

Nexus Capital Management LP

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen, Authorized Signatory
Date:	04/23/2026

Michael Cohen

Signature:	/s/ Michael Cohen
Name/Title:	Michael Cohen
Date:	04/23/2026

Damian Giangiacomo

Signature:	/s/ Damian Giangiacomo
Name/Title:	Damian Giangiacomo
Date:	04/23/2026

Daniel Flesh

Signature:	/s/ Daniel Flesh
Name/Title:	Daniel Flesh
Date:	04/23/2026

FAQ

What does the Schedule 13D/A reveal about Nexus’s stake in Laird Superfood (LSF)?

The filing shows Nexus Capital Management–related entities beneficially own up to 30,812,325 Laird Superfood common shares, representing 73.8% of the class on an as-converted basis. This percentage uses 10,925,218 common shares outstanding as of March 23, 2026 as the reference point.

How did Laird Superfood (LSF) finance the Terrasoul Superfoods acquisition?

Laird financed the Terrasoul acquisition by issuing 60,000 shares of Series A Preferred Stock at $1,000 per share, raising $60.0 million from NSSIII and NSSIV. The company used these proceeds to pay the $48.0 million cash purchase price and related adjustments for the Terrasoul transaction.

What are the key economic terms of the Terrasoul acquisition by Laird Superfood (LSF)?

Laird acquired all equity interests of Terrasoul Superfoods, LLC for $48.0 million in cash, subject to customary adjustments, plus up to $5.0 million in potential earnout. The earnout depends on meeting specified 2026 Contribution Margin thresholds during the 2026 calendar year, as defined in the purchase agreement.

How is the Series A Preferred Stock of Laird Superfood (LSF) convertible into common shares?

The Series A Preferred Stock is initially convertible into Laird common stock at a conversion price of $3.57 per share, subject to the Certificate of Designation. NSSIII’s 44,000 preferred shares convert into 12,324,930 common shares, while NSSIV’s 66,000 preferred shares convert into 18,487,395 common shares on this basis.

What corrections to prior disclosures does this Laird Superfood (LSF) Schedule 13D/A make?

The amendment states that the amounts in Rows 9 and 11 of the cover pages reflect corrections to share numbers previously reported in the March 19, 2026 filing. It also updates holdings to reflect additional Series A Preferred Stock issued concurrently with closing of the Terrasoul acquisition.

How many Laird Superfood (LSF) common shares were outstanding for the ownership calculations?

The reported ownership percentages are based on 10,925,218 Laird Superfood common shares outstanding as of March 23, 2026. This outstanding share count comes from the company’s Form 10-K filed on March 30, 2026 and is combined with as-converted preferred shares for percentage calculations.