LSF · Laird Superfood, Inc.

This filing documents a transformative acquisition and financing event for Laird Superfood: the $48.0 million cash acquisition of Terrasoul Superfoods — a vertically integrated superfoods platform with $65.8 million in unaudited 2025 Net Sales — coupled with a $60 million unregistered preferred equity investment from Nexus Capital. The transaction significantly expands Laird’s product portfolio, manufacturing and fulfillment infrastructure in Fort Worth, TX, and strengthens its e-commerce and omnichannel distribution reach, particularly across major online marketplaces. The earnout structure — up to $5.0 million contingent on 2026 Contribution Margin — aligns seller incentives with near-term operational performance while limiting upfront cash outlay. Critically, the $60 million preferred financing is highly dilutive: Nexus will hold approximately 71.7% of Laird’s common stock on a fully diluted, as-converted basis, effectively consolidating control and signaling deep strategic alignment with Nexus’s platform thesis in functional nutrition. The concurrent execution of the Advisory Agreement with Dennis Botts — who held 32.33% of Terrasoul pre-acquisition — ensures continuity of leadership and brand stewardship during integration, while the five-year global non-compete and non-solicit covenants protect against competitive leakage of Terrasoul’s supplier relationships, Amazon account data, and customer base. The Restrictive Covenant Agreement further binds all four former Terrasoul members, with differentiated durations (five years for Botts, Botts, and Collins; three years for Miller), reinforcing long-term value retention. Given the scale of the acquisition relative to Laird’s prior operations, the magnitude of dilution, and the strategic dependencies on retained talent and restrictive covenants, this represents a pivotal inflection point — shifting Laird from a standalone branded platform to a consolidated, Nexus-backed superfoods conglomerate with expanded capabilities and concentrated ownership.