Laird Superfood, Inc. filings document material events, operating results, acquisition activity, capital-structure changes, and governance matters for the functional food and beverage company. Recent 8-K disclosures cover financial results, Regulation FD investor presentations, material agreements, shareholder voting matters, and security-structure disclosures.
The filing record includes documents related to the completed Terrasoul Superfoods acquisition and the issuance of Series A Preferred Stock to affiliates of Nexus Capital Management. These filings describe preferred equity terms, financing arrangements, board and voting matters, exhibits, and formal disclosures tied to Laird Superfood's public-company reporting obligations.
Laird Superfood’s quarter to March 31, 2026 centers on acquisitions and new preferred equity. Net sales rose to $13.9 million, up 20% year over year, but gross margin fell to 33.3% from 41.9%, and the business posted an operating loss of $3.0 million.
A discrete tax benefit of $4.7 million tied to the Navitas acquisition turned that operating loss into reported net income of $1.8 million, while adjusted EBITDA was a loss of $1.1 million. Laird bought Navitas for about $40.9 million in cash, recording $20.0 million of intangible assets and $16.7 million of goodwill, and funded the deal with a $50.0 million private placement of Series A Preferred Stock classified as mezzanine equity.
Cash, cash equivalents, and restricted cash increased to $10.5 million, helped by financing inflows, while operating activities used $3.8 million and investing activities used $40.2 million, mainly for Navitas. After quarter-end, Laird agreed to acquire Terrasoul for $48.0 million in cash plus up to $5.0 million in contingent consideration, funded by an additional $60.0 million Series A Preferred issuance to Nexus affiliates, who now effectively control the company.
Management also disclosed a material weakness in internal control over financial reporting related to journal-entry approval workflows, though it believes the financial statements are fairly presented and has begun remediation.
Laird Superfood, Inc. reported first quarter 2026 net sales of $13.9 million, up 20% from the prior year, driven by 37% growth in wholesale and 4% growth in e-commerce, helped by the Navitas Organics acquisition. Navitas contributed $1.6 million of net sales.
Gross margin declined to 33.3% from 41.9% as mix, commodity inflation and tariffs weighed on profitability. Despite an operating loss of $3.0 million, net income reached $1.8 million, or $0.12 per basic share, primarily due to a discrete income tax benefit linked to the Navitas transaction.
Adjusted EBITDA was a loss of $1.1 million versus positive $0.4 million a year earlier. The company closed the Navitas deal in March and acquired Terrasoul Superfoods for $48.0 million on April 21, 2026, funded by $60.0 million of Series A preferred stock. For fiscal 2026, it guides to consolidated net sales of $138–$148 million and Adjusted EBITDA of $8–$12 million.
Laird Superfood, Inc. Chief Financial Officer Anna Hamill reported a routine tax-related share disposition on Common Stock. On May 5, 2026, 768 shares were withheld to satisfy taxes, with no shares sold according to the footnote. After this withholding, she directly holds 133,868 shares of Common Stock.
Laird Superfood, Inc. filed an initial Form 3 for Chief Marketing Officer Judd Andrew, providing the SEC with a baseline disclosure of his beneficial ownership position in the company. This filing is administrative and reports no stock purchases, sales, or other transactions.
Laird Superfood, Inc. filed an initial Form 3 for director Obia Kayla Dean. The filing shows a reporting position in Common Stock with 0 shares held directly after the reported date, and it does not report any buy, sell, or derivative transactions.
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.
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.
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.
Laird Superfood, Inc. reported initial holdings of its new Series A Convertible Preferred Stock by Nexus-affiliated investment vehicles. Gateway Superfood NSSIII Investment LLC acquired 20,000 shares, representing approximately 5,602,241 underlying common shares, and Gateway Superfood NSSIV Investment LLC acquired 30,000 shares, representing approximately 8,403,631 underlying common shares, on the March 12, 2026 issue date.
The Series A preferred is a perpetual security with a $3.57 conversion price into common stock. 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, if specified price, volume and EBITDA conditions are met. Various Nexus entities and individuals, including director Michael Cohen, may be deemed indirect beneficial owners but disclaim beneficial ownership beyond their indirect pecuniary interest.
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.