Laird Superfood Inc.

04/23/2026 | Press release | Distributed by Public on 04/23/2026 19:47

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nexus Capital Management LP
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)
(Last) (First) (Middle)
11150 SANTA MONICA BOULEVARD, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026
(Street)
LOS ANGELES, CA 90025
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nexus Capital Management LP
11150 SANTA MONICA BOULEVARD
SUITE 400
LOS ANGELES, CA 90025
X
Gateway Superfood NSSIII Investment, LLC
11111 SANTA MONICA BOULEVARD
SUITE 350
LOS ANGELES, CA 90025
X
Gateway Superfood NSSIV Investment, LLC
11111 SANTA MONICA BOULEVARD
SUITE 350
LOS ANGELES, CA 90025
X
Nexus Partners IV, LLC
11111 SANTA MONICA BOULEVARD
SUITE 350
LOS ANGELES, CA 90025
X
Nexus Special Situations GP IV, LP
11111 SANTA MONICA BOULEVARD
SUITE 350
LOS ANGELES, CA 90025
X
Cohen Michael S
10250 CONSTELLATION BLVD
SUITE 2900
LOS ANGELES, CA 90067
X X
Flesh Daniel E.
2000 AVENUE OF THE STARS
SUITE 510 NORTH
LOS ANGELES, CA 90067
X
Giangiacomo Damian
11111 SANTA MONICA BOULEVARD
SUITE 350
LOS ANGELES, CA 90025
X
Nexus Partners III, LLC
11111 SANTA MONICA BOULEVARD
SUITE 350
LOS ANGELES, CA 90025
X
Nexus Special Situations GP III, LP
11111 SANTA MONICA BOULEVARD
SUITE 350
LOS ANGELES, CA 90025
X

Signatures

/s/ Michael Cohen - Nexus Capital Management LP, Authorized Signatory 04/23/2026
**Signature of Reporting Person Date
/s/ Michael Cohen - Gateway Superfood NSSIII Investment, LLC, Authorized Signatory 04/23/2026
**Signature of Reporting Person Date
/s/ Michael Cohen - Gateway Superfood NSSIV Investment, LLC, Authorized Signatory 04/23/2026
**Signature of Reporting Person Date
/s/ Michael Cohen - Nexus Special Situations III GP, L.P., Authorized Signatory 04/23/2026
**Signature of Reporting Person Date
/s/ Michael Cohen - Nexus Special Situations IV GP, L.P., Authorized Signatory 04/23/2026
**Signature of Reporting Person Date
/s/ Michael Cohen - Nexus Partners III, LLC, Authorized Signatory 04/23/2026
**Signature of Reporting Person Date
/s/ Michael Cohen - Nexus Partners IV, LLC, Authorized Signatory 04/23/2026
**Signature of Reporting Person Date
/s/ Michael Cohen 04/23/2026
**Signature of Reporting Person Date
/s/ Daniel Flesh 04/23/2026
**Signature of Reporting Person Date
/s/ Damian Giangiacomo 04/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Laird Superfood Inc. published this content on April 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 24, 2026 at 01:47 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]